A Year of Holidays
by Alara Rogers
Summary: AU. After his betrayal, Discord was sentenced to ten years in stone, with four parole periods a year, on holidays. He was also given a holiday to celebrate Chaos, which is his first parole period of the year. Over the course of a year, the Mane 6 and Discord will celebrate Topsy Turvy Day, the Summer Sun Celebration, Nightmare Night, and Hearth's Warming. Established Fluttercord.
1. TOPSY TURVY DAY - 1

Twilight greeted her friends at the door to the castle. "Thanks for coming, everypony," she said, and winced internally at how much like a politician she sounded. What a meaningless platitude. Of course they were going to come. Four times a year, for four years so far, they'd done this. It was a mandate from Princess Celestia, who'd passed down the sentence, and if they didn't do it, they'd be betraying a friend – admittedly, a friend who'd betrayed them first, but then, that was why they were doing this.

Rainbow Dash was, of course, the one to point out the platitude. "Like we weren't gonna show up just because we didn't feel like it?" she asked, grinning.

"I do believe that if any of us _had_ preferred not to come, the thought of how upset Fluttershy would be with us would quickly change our mind," Rarity said, with a smile and a nod at Fluttershy.

"Um, but... yes, but I hope we're doing this because it's the right thing to do, not because you're afraid I'd be mad at you," Fluttershy said.

"Well, of course it's the right thing to do. Quite aside from the fact that Princess Celestia's terms were very clear, _this_ particular celebration would be utterly ruined if we didn't do our sworn duty."

"And a ruined celebration would be the WORST THING EVER!" Pinkie said. "Even worse than all the other things you thought were the worst thing ever!"

"Yes, quite," Rarity said. "Pinkie... why don't you set down that cake somewhere?"

"Yeah, Pinkie, how's that thing even staying up?" Applejack said. "You don't wanna bring that into the garden and risk ruining it."

Pinkie had outdone herself this time. The cake was a 10-layer monstrosity with different icing, and presumably different flavors, on each of the ten layers. It was also in a pyramid shape, which would hardly be unusual for a 10-layer cake, except that it was upside down. Twilight couldn't detect any magic maintaining the thing from falling over, so how had Pinkie done it?

"Definitely not! I'll put it in the dining hall and then go meet you guys in the garden! I just have to put up some balloons first!"

Fluttershy said, "Oh, you don't need to do that, Pinkie... I think he'd prefer we do this quickly and not wait for balloons."

"Yes, but what kind of a welcome celebration is it without _balloons?_ We can't do a full size _party_ party because we have so much planning and preparation to do for the holiday celebration, but we can at least do balloons! I'll set them up super quick!"

"Fine," Twilight said. "Meet us in the garden." She walked through the castle, leading her friends, sans Pinkie, to a side door. There were, theoretically, servants who could have greeted them and brought them out to the garden, but that felt so very impersonal when it was her friends, and they were on Rainbow of Harmony business. She'd have been okay with having Spike greet them, but Spike had been in the dragon nation of Argent, far to the south, since shortly after Hearth's Warming.

"So where's he going this year? Anypony know?" Applejack asked.

Twilight shook her head. "He always decides after he has a chance to read the letters. I've been reading them to him, so he may have picked something, but obviously he hasn't been able to tell me yet."

"I hope it's not too far away this time," Fluttershy said. "Or not too many different places, at least. I feel terrible if he goes alone, but I just can't handle teleporting all over the place in one day."

"Pinkie'll be with him," Rainbow Dash said. "You don't need to worry about that."

"It's different," Fluttershy said softly.

"Yes, Rainbow, it's different," Rarity said. "Knowing that one's special somepony will be accompanied by a good friend is certainly better than thinking he'll be all alone, but it's no adequate compensation for not being able to go with him oneself."

Twilight pushed open the door to the garden with her telekinesis, and her friends filed through.

In the front of the castle, the manicured lawn gave way to neat, precise rows of beautiful flowers, sculpted topiaries, and abstract designs set with stone and gems, and those were the parts of the garden that anypony could access. They were a tourist attraction; every weekend dozens of ponies came to see the Friendship Gardens. This part of the garden, however, was sealed away, reserved for only those that Twilight knew and trusted. Her friends, their families, her family, the princesses, and occasionally individuals that her friends vouched for, such as Seabreeze the Breezie party leader, or a few of the Crystal Prep students that her alter ego had managed to make friends with only after leaving their school for Canterlot High. Not that many from the human world were allowed to come to Equestria in the first place, and not that they all handled the pony transformation well, but now that the portal could open more or less anytime and the magical leakage from Equestria had grown more intense, Twilight had thought it prudent to bring some humans over here and give them crash courses in magic. And if she _hadn't_ brought travelers from another dimension to the garden, she'd never hear the end of it on the next holiday.

This part of the garden, the sealed part, wasn't neat or precise at all. It was almost wild, carefully grown by Fluttershy, Zecora, and Fluttershy's friend Tree Hugger to resemble a hybrid of the Everfree, a rainforest, and more traditional pony gardens. Scootaloo brought rain to feed the wilder blooms and trees almost every single day, and Twilight had a magical lens over the garden to draw down more than its share of sunlight, to keep it tropically warm most of the time. The rainforest plants were sealed away in protective magical bubbles of slow-time during the winter, when Celestia simply didn't keep the sun out long enough to maintain the temperature they needed, but Winter Wrap-Up had been a week ago, so Twilight had released them and re-enabled the lens. It was thus quite warm in the sealed garden, far more so than on the cool spring day outside the walls.

Fluttershy flew ahead, obviously caught between her usual shyness and her eagerness. Rainbow was for once tactful enough to hold back and let Fluttershy be the first one to the center of the grove.

At the center of the garden, there was a large pond. Unlike the marble-encased, regularly shaped fountains of the main garden, the pond was irregular in shape and lined with multicolored glass, not ceramic tile. So the natural dirt was visible under the colored glass, but the water was clear, and the various creatures that swam in it were easy to see. Several fountains within the pond fired irregularly, at random intervals not timed in sync with each other, so that the turbulence of the pond was constantly changing in intensity and direction.

In the middle of the pond, there was a colorful granite pedestal, brown and black and pink and grey, with speckles of quartz within it, and on the pedestal there was a statue. The statue was a tall, chimerical being with a long draconic tail, a head something like a cross between a pony and a goat, and limbs and horns and wings drawn from multiple species. It was in a completely absurd pose, balanced on its tail and a goat leg, using a lion paw to pull a dragon leg up toward its mouth, with enough clearance that it had its long snake-like tongue wrapped around the bigger toe of the dragon leg. Its other upper limb, an eagle talon, was thrown up in the air with the first digit raised, a symbol that Twilight had been assured meant something like "We're number one", or possibly, "Taxi!"

To be honest, the statue was so precariously balanced that Twilight wasn't sure how it hadn't fallen over into the pond since Hearth's Warming. But that wouldn't last.

She took a deep breath, preparing herself – only to be interrupted by Pinkie racing through the garden. "I'm here! Hope you didn't get started without me!"

"Pinkie, we _can't_ get started without you. It needs all six of us," Twilight said.

"I know, that's why I hoped you didn't! Because it wouldn't have worked and that would just have been a waste!"

"Can we do it now?" Fluttershy said, obviously anxious – she was bobbing up and down in the air in front of the statue, wings flapping and body more or less vertical, unable to maintain a consistent height.

"Yes." Twilight concentrated, drawing on her bonds with her friends, feeling the familiar connections activate between them and the powers of Harmony come to life. For a magical operation as simple as this, they didn't transform into their garish Rainbow Power forms; it was much more like it had been with the old Elements, except that the power came entirely from within them, not from amulets they wore.

She let the power build to the point where she needed it, then fired the releasing spell at the statue. The grayish-white stone crazed and cracked and finally shattered, leaving a precariously balanced living draconequus standing on the pedestal. As he shook wildly, his entire body wiggling like a noodle made of jello, Fluttershy crashed into him, forelegs going around his neck as she flung herself into an embrace around him. This overbalanced him, and he and Fluttershy both fell toward the pond, but in a flash of light, they disappeared and reappeared on land, vertical and levitating, mismatched arms wrapped just as tightly around Fluttershy as her forelegs were around him.

"Miss me?" Discord asked teasingly.

"Every single minute!" Fluttershy said, wrapping legs and wings around him as well and nuzzling her face against his neck. "I'm so glad you're out! I missed you so much!"

Discord plucked her off of his neck, holding her in front of him, and then drew her in and kissed her. While Twilight supposed she couldn't begrudge the two of them their quarterly reunion, the public display of affection was _slightly_ more over-the-top than most ponies would engage in in public. Rarity coughed politely, and then Pinkie tugged on Discord's wing.

"Come on! We have all the stuff for Topsy-Turvy Day to figure out now that you're out and it's only in _two days!_ You can do kissyface with Fluttershy later!"

"In a room," Rainbow Dash suggested, choking down laughter and somehow managing to make the simple phrase sound lewd.

Discord turned to Rainbow Dash. "Why, do you think Fluttershy and I have anything to be ashamed of? Look at this gorgeous pegasus. How can you say this beauty should be hidden away in a room? Fluttershy deserves to be kissed everywhere and at all times."

"Um, but she has a point," Fluttershy said. "We're not, um, don't you think it would be rude to be overly affectionate in public? There might be ponies who don't _have_ special someponies and it would make them feel bad."

"If they're getting to walk around and breathe and see sunlight 364 days a year, then I really can't bring myself to feel overly sorry for them," Discord retorted.

" _Discord_ , we have an _EVENT_ to plan here!" Pinkie captured Discord's tail and started dragging him. "This is your day! I can't do it all myself!"

"Quite so," Rarity pointed out. "We need to know where you're planning to travel this year so the information can be put on the castle banners. Which, by the way, I'd like you to look over. I had Sweetie Belle and Pumpkin Cake 'help' with the design and I think you'll approve."

Discord sighed. "Yes, of course. Don't give me five minutes to get my bearings and just enjoy oxygen, no, we have to get to work right away."

"Yes, but where are you going to have time to eat your origami salad with ghost peppers and caramel chili popcorn if you don't come inside and eat? We have planning to do! And that means plan-time snacks to eat!"

"Did you say... origami salad?"

"Uh-huh! I folded all the papers myself! Some of them are actual lettuce I folded but most are paper!"

"There's some zap apples in it too, and some of those weird experimental apples you set me up with," Applejack said.

"Well, that changes things. Lead the way!"

 _I don't feel guilty about this_ , Twilight told herself. _He deserved his sentence. Celestia and Luna and Cadance and I all agreed with it. He betrayed Equestria; we_ _couldn't_ _just give him a slap on the wrist. We could have sealed him for the next thousand years; all we did was ten years with four parole periods per year. He's getting off lightly considering all the damage he and Tirek did._

But it didn't sit as well with her as it had when she'd helped to determine the sentence. A year after Discord's re-imprisonment, Starlight Glimmer had destroyed Equestria multiple times by using time travel to try to prevent Twilight from making her friends. Starlight hadn't known that that was what she'd been doing, of course, and when it had been demonstrated to her how terrible the results of her actions were, she had been appropriately horrified and had given up. Twilight had talked with her friends and agreed to forgive Starlight, and now Starlight was Twilight's apprentice in friendship magic.

It was an entirely different situation. Starlight's intentions had been malicious, and had done great damage, but she hadn't had any way to know how much damage she was likely to do; she'd thought all she was doing was breaking up a friendship, or several. Discord had consciously chosen to disobey instructions that he had agreed to follow, betray ponies who had trusted him, and allow his ally to cause enormous harm to ponies, and he hadn't had serious second thoughts about it until Tirek had turned on _him_. Admittedly, he had done everything he could to mitigate the damage Tirek was doing – testimony from Muffins and from the Wonderbolts had demonstrated that he'd ensured that even when Tirek stole magic from pegasi in flight, Discord had made sure they went to ground easily. But they'd also heard him telling Tirek that the reason not to kill them was that dead ponies weren't any fun, and he had spent some time tormenting them after their magic was taken. And admittedly, he had tried to undo his mistake after it was done, risking his own life to try to free her friends from their cage, and then giving Twilight the amulet that he'd known would allow them to unlock the Rainbow Power, in full knowledge that it would give them the same power the Elements had, and couldn't be taken away as he had years ago. But since he'd believed Tirek had been planning to kill him, it was arguable how much credit he could be given for that; he could have been simply throwing in with the side that he knew didn't want him dead.

Twilight believed Discord had been absolutely sincere when he'd given her the amulet as a token of his friendship. The fact that he'd consented to his sentence, and four years later was still enduring it, despite the fact that his parole days gave him the freedom to break loose and run for it if he wanted to, told her that he'd been sincere about his remorse, and still was. But ponies had been _hurt._ Some had even been killed – indirectly, because the lack of magic had taken away many unicorn surgeons' ability to operate, and scheduled life-saving surgeries hadn't happened, or because they'd tried to go about their daily routines without magic and had had fatal accidents as a result. Of course the death toll would have been a lot worse if Discord had taken Tirek to Cloudsdale or Las Pegasus, neither of which had existed in Tirek's day, and since Discord knew where both of those places were it was obvious he'd been deliberately avoiding them, and claiming to Tirek that they'd gotten "all the magic in Equestria" when they hadn't done any such thing... but the fact that Discord had tried to mitigate the harm being done didn't change the fact that he'd known it was harmful and he should have known it would be impossible to have zero fatalities from such extensive magic loss. Starlight Glimmer had killed many, many more ponies, but all in alternate timelines that had ceased to exist, so far as Twilight knew, as soon as the timeline had been restored. None of those dead ponies were dead anymore. Whereas the few ponies who'd lost their lives to Tirek's rampage had stayed dead.

No. The sentence was fair. They'd even given him a formal acknowledgement of the importance of chaos in creating this holiday, and the fact that he was being punished and that there was a celebration he was the sponsor of, the way Luna was of Nightmare Night and Celestia was of the Summer Sun Celebration, was allowing ponies to develop much greater sympathy for him than they would have if he hadn't been sentenced to ten years in stone. So why did she feel so bad about it?

Inside, Pinkie handed out savory potato daffodil pie to ponies, and origami salad to Discord, and presented her massive upside-down cake. "If you want to eat it right now that would be okay, I could bake another one for Ponyville's Topsy Turvy Day celebration!"

Discord waved a paw. "Naah, I'm not that obsessed with cake. Just don't let Celestia see it before the celebration." He grinned.

"Oh, I baked another one for Canterlot, but Rainbow is going to ship it there overnight after Princess Celestia goes to bed, and Princess Luna will take charge of it and make sure it makes it to the celebration okay," Pinkie said, smiling. Twilight rolled her eyes. Yes, Celestia liked cake, but not enough to ruin a celebration by eating the cake ahead of time. Pinkie was just being ridiculous, but then, that was Pinkie's job.

"So where do you think you're gonna go this time?" Applejack asked.

"Well, let's see. Twilight, be a dear and bring me the letters and offerings, please?"

"They're all right there in the box." She levitated a large box, in bright, clashing jester colors, over to him.

Discord started pulling out scrolls. Several of the scrolls were magically bound to offerings – plushies of Discord or imaginary chimeras even more mixed-up than he was, bags of candy, candles, bottles of alcohol, oversized hoof-made snowflakes enchanted not to melt, fabric with fractal designs, and lots and lots of hoof-drawn cartoons. Twilight had tried, the first year, to track which offering belonged to which scroll by numbering the scrolls and writing down the offering's description in a notebook next to the number. Discord had ignored the notebook completely and decided to make up connections between letters and offerings. Since then Twilight had magically bound them together.

"Well, here's a colt in Vanhoover who sends me a very nice picture of me, and asks me to come to Vanhoover because it's too boring to be endured," Discord said. "I'll definitely have to take _that_ one under consideration. On the other hand, here's a mare in Ponypsie who sent homemade jellybeans." He took one. "Eh, but she gets points off for having purple actually be grape flavored."

"Cloudsdale?" Rainbow asked. "C'mon, you never go to Cloudsdale."

"Who wants me to go to Cloudsdale?"

"Aside from me?"

"You live in Ponyville. I'm not supposed to go somewhere unless I'm invited by an actual resident."

"Um, this filly invited you to Cloudsdale," Fluttershy said.

"And what was her offering?"

"I'm... not sure. It was made of cloud?" The wispy thing had not received any pegasus magical reinforcement in months, so enough of it had evaporated that it was impossible to tell what it used to be.

"Very avant-garde. Next?"

"You _do_ have a formal invitation from Princess Celestia to go to Canterlot," Rarity said.

"Tempting, but what did she offer?"

"No offerings. Just the invitation."

Discord rolled his eyes. "Oh, as if she's too important to give an offering to chaos just because she's the ruler of this country. Chaos doesn't care what your rank is. No Canterlot this year."

"This mare promises 1200 cupcakes if you go to Dodge City this year!"

"If she really wanted me there she'd have mailed the 1200 cupcakes already."

Pinkie glared at him. "And have them all go _stale_ before you could eat them? That would be sacrilege! Of course she can't give them to you until you get there if they're going to be fresh and warm and mmm..."

"When you get your own holiday you can have your own 1200 cupcakes," Discord said.

"This _is_ my holiday! Just because it's yours too doesn't mean that a holiday about fun and unexpectedosity isn't mine as well!"

"Yes, but you lay claim to all the holidays because you're a party planner."

"But especially this one!"

Topsy-Turvy Day had been officially declared for shortly after Winter Wrap-Up as part of the judgement Celestia had pronounced on Discord. For his crimes, he'd been sentenced to stone; for his actions in mitigating the crimes of Tirek despite participating in them, he'd been sentenced to only ten years, with parole periods of 3 days each on four holidays; for his assistance in unlocking the Rainbow of Harmony, allowing Tirek to be defeated, Celestia had declared that there should be a holiday celebrating the bright side of what Discord represented – chaos, as expressed through fun, frivolity, pranks, and a day of reversing most of the social rules. Obviously, laws against stealing, violence and destructive vandalism had to remain in place, but in other cases reversals were the order of the day. In schools, children were expected to put together lessons to teach their teachers, if school didn't let out completely. Celestia and Luna would appoint foals to be Princess or Prince for the day, and go mingle with the population in disguise; Discord was supposed to handle the sun and the moon, with the understanding that if he did anything too completely ridiculous they would take it back from him and he wasn't allowed to extend the day/night cycle any longer than 28 hours. Nobles were encouraged to put on disguises and mingle as well, and working class, unemployed, elderly, or disabled ponies, ponies with very low incomes, were invited to the palace to be nobles for the day.

The date itself wasn't one Twilight recognized, though it seemed to have meaning to Celestia and Discord. The rituals, however, were not unheard of. The date was very close to the Crystal Faire, which was a spring celebration, and in books Twilight had found in the Crystal Empire, she'd learned that a day of trickery, unrule and fun was a common springtime celebration in countries in Neighropa, where coincidentally they hadn't been tormented by the spirit of chaos for a near millennium. It was possible that such a celebration had existed in Equestria itself, pre-Discord, or at least in the Crystal Empire at some point long before the division of the three tribes and the coming of the windigos. Maredi Gras, in Prance and in Equestria's Neigh Orleans, seemed to be a callback to such a celebration, but most of Equestria didn't celebrate Maredi Gras, and besides it usually took place _before_ Winter Wrap-Up.

Ponies were never reluctant to add a new celebration to the calendar, and had adopted it whole-heartedly. Discord's status – a prisoner in stone, with a holiday he presided over, who was seen on other major holidays – made him mysterious. Ponies who had considered him a nuisance or a terror shifted slowly, and foals who'd never met Discord rapidly developed an opinion of him that seemed downright positive. He was the Trickster, tamed; imprisoned for his crimes and remorseful for them, but still the spirit of chaos, still there to bring change and unrule and turn the world upside down... in expected, controlled ways, and then to leave and return to his prison when the festivities were done. Ponies had started sending him offerings, asking for luck – apparently Discord was the closest thing Equestria had to a deity of luck, and while ponies might call on Princess Celestia as a goddess of benevolence, everypony knew that Celestia wasn't really a goddess and probably really couldn't help you much, even though she'd want to, unless you could actually make it to court and ask her. Discord, on the other hand... Discord might actually hear you if you called out to him, though whether or not he'd choose to do anything helpful was iffy. Twilight was fairly sure Discord couldn't actually do much of anything when he was in stone, but she also believed he _could_ actually sense when ponies focused their minds on him and called out to him, and she knew that he had helped at least a few who'd sent him offerings, during his parole days. Probably he'd played annoying pranks on a few others. Maybe even annoying pranks that turned out to be helpful.

Right before Topsy Turvy Day, the number of offerings generally increased considerably, as ponies wrote Discord to ask him to come to their towns for the celebration. The first year, he'd turned Canterlot Palace into a giant bouncy house and added dozens of slides to the edge of the city... slides that went all the way down the mountain, and a ski lift where ponies squeezed into a cloth tube, got strapped in, and were then carried back up to Canterlot at the speed of pegasus flight. For ponies without wings, it had been the most exhilarating and terrifying experience most of them had ever encountered. The second year, he'd altered gravity so that ponies could walk up the sides of buildings in Manehattan, and then made many of the buildings slippery, allowing ponies to skate up and down the building sides – which, since winter had just been wrapped up, was welcome to skaters who had thought they'd have to put their skates away for the rest of the year. The third year, he'd made giant crabs rise out of Horseshoe Bay in Baltimare, and they'd tossed bags of avocado sushi to ponies and carried foals on rides, and any pony who chose to go swimming in the still-chilly waters of the bay had found they could breathe under water for no particularly good reason. Discord had played his share of pranks on the population as well, but ponies were a lot more comfortable with Discord's pranks when they knew he'd revert everything at the end of the day and he was providing spectacular entertainments. Pinkie had accompanied him on all three trips to provide food and decorations for the festivities... which, since he'd made brief stops at numerous other cities to make sure that things were proceeding as chaotically as he'd prefer, meant that she'd ended up feeding cakes and pastries to nearly twenty cities over the course of the three years the holiday had existed. Fluttershy couldn't handle the multiple teleports, and had stayed behind in the main city for the celebration, the one Discord was spending most of his time and effort on, with the rest of them.

Discord stood up suddenly. "You know what I haven't done yet?"

"Cloudsdale?" Rainbow said.

"That too, but who needs to bring thrill rides to pegasi? Besides, after your little performance of chaos in trying to destroy the Weather Factory to stop winter, I feel as if the competition is stiff." Rainbow reddened slightly, probably not quite sure how to take that. "No. It's a _terrible_ oversight, though. I actually haven't done Ponyville itself yet!"

"Ponyville? _REALLY?_ " Pinkie leaped onto Discord's lap. "Pinch me, I gotta be dreaming!" Discord obliged her. "Ow! Not so hard next time."

"But now you know you're not dreaming, right?" Discord said.

"Oh, that would be nice," Fluttershy said. "No traveling this time."

"Are you sure it's a good idea, though?" Twilight asked.

Rainbow stared at her as if she'd grown three heads. "Of _course_ it's a good idea. Hel-lo! Giant amusement park thrill rides! Ponyville! Tell me there's a downside here!"

"The downside is that Ponyville was the main place Discord attacked, the day he broke free several years ago, when we had to fight him." Twilight frowned. "A lot of property damage got done that day, and a lot of ponies suffered. Then there was all the time Discord was spending his free time here, making a nuisance of himself. Do you think Ponyville is really ready for 'fun' chaos after only a few years?"

"I did just as much damage to Canterlot, and they were the first ones I went to," Discord said. "I really do think that if there's a resident princess, how _she_ takes it is going to have a large effect on how ponies respond." His tone was just a little arch.

"Besides, we've been doing as much fun chaos as _I_ could crank up every year, and ponies love it!" Pinkie said.

"I'm sure it'll be fine, Twilight," Applejack said. "Anyway, it oughta drum up plenty of business."

"Oh no it won't," Discord said.

Applejack glared at him. "What do you mean by that? We sell food at Topsy Turvy festivities every year. If you're going to try to cut us out—"

"Heaven forfend! But it's _Topsy Turvy_ day. So you earth pony vendors aren't allowed to sell your own products. You all have to sell somepony else's."

Applejack blinked. "That don't make a darned lick of sense."

"Hello, did you remember what day it was?"

Twilight seized on it. "Actually, that could really work out! Think about it, Applejack. What would promote cooperation between ponies who are normally somewhat rivals, competing with each other in business, better than having to work with each other and depend on each other to get their goods sold? Nopony would be willing to do a lackluster job selling their fellow pony's product, because the other vendors can see how they're performing and could retaliate, so _everypony's_ going to want to be on top of their game and sell a friend's product as hard as they can."

"Well... I guess if you put it like that..."

"See, even Twilight approves of my idea!" Discord said cheerfully.

Rarity scowled. "Well, I won't actually be _selling_ anything per se, but I might be taking orders. Am I required to cooperate with some other pony to do that as well?"

Discord waved a paw. "No, no, taking orders isn't the same thing. Though I do expect you to take your orders wearing as many different colors as you can possibly manage, and if you don't have enough colors I'll costume you."

Rarity glared at him. "You costume me, and I will demand the right to costume _you_. I have a lovely draconequus-sized white tuxedo with a white tie, a white shirt and a white waistcoat in my back room still, you know."

"Then just make sure you're wearing at least ten different colors and neither of us will have to wear costumes we don't want."

"You present me with a challenge." Rarity's eyes narrowed. "But I'm up to it. Just wait. I will create something _tasteful_ and _aesthetic_ using ten colors! And none of them will clash in the slightest!"

"Oh, come now, not even one little clash?"

"No. You laid down the challenge, and you know me... you knew full well what you were getting into."

"Oh my gosh but if it's in Ponyville we've got so much to _do!_ " Pinkie wailed.

"You mean _you've_ got so much to do," Discord said. " _I_ just need to put some thought into what I want to do this year. And for me to do that, I need to relax. And to do _that_ , I need a bath, and a backrub. That position, ooh. Don't ever let me strike a pose like that before getting stoned again."

"Why don't I take you home," Fluttershy said. "We can get you your bath, and I'll give you a backrub, and once you feel refreshed enough you can come back and brainstorm with Pinkie."

"If this is going to be in Ponyville I need to tell the mayor what to expect," Twilight said.

"Tell her to expect the unexpected, what else?" He turned to Fluttershy. "That sounds like a _wonderful_ idea, my dear. Pinkie, dearest? I don't care how important the revelations of marvelous party plans that occur to you in the next few hours seem to be. _Don't_ come visit. I'll come see you when I'm ready." He and Fluttershy vanished.

Pinkie pouted slightly. "He's being kinda mean about it."

Rainbow giggled. "Come on, Pinkie, you _gotta_ know what he and Flutters are _really_ doing. Backrub, my shiny rainbow cutie mark."

"There's no need to be crude," Rarity sniffed. "Fluttershy is entitled to... _relations_ with her special somepony, or somedraconequus as it may be, when he is on parole. It's not a matter worth humor, or paying special recognition. Any of us would do the same if we were in a committed relationship with a stallion who can only be available twelve days a year."

"He's still being kind of a grumpypuss about it," Pinkie said. "He could just have said 'Don't interrupt _please_.'"

"Expectin' Discord to remember to be polite all the time is still a bit much to ask," Applejack said. She got up. "Well, if he's puttin' some weird rule on us food vendors that we gotta sell each other's stuff, I better talk to Carrot Top and some of the other ponies about how we're gonna divvy this up. The Cakes count, I'd imagine."

"Ooh yeah! I gotta go tell the Cakes what's going on!"

Twilight stood as well. "Yes, and I'd better brief Mayor Mare on what very little we know about what's going to be going on."

"And I need to tell the weather team that it's Ponyville this year, so we want the sky cloudless. Let Discord handle the weather if he wants to. Though I am totally gonna kick him if he rains out the event. I don't care if it's apple cider, I don't want it coming down from clouds all day." Rainbow sighed. "We're gonna need to be on call in case he _does_ do something weird to the weather, aren't we."

"I'm sure Discord would prefer that Ponyville of all places remember his visit on his holiday as a time of fun and cheer, not rain," Twilight said.

"And _I_ have a dress to make. That will somehow manage to not be tacky and clashing, Despite needing to have ten different colors on the same dress."

"All right, sounds like we all know what we're doing. Let's get to it, girls," Twilight said, and the five of them broke up to go to their various errands.

* * *

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	2. TOPSY TURVY DAY - 2

As soon as they were alone at the cottage, Discord dropped the act. His forelegs went around Fluttershy, pulling her in tightly as he collapsed to the ground in a pile of coils. "Shy, Shy, I can't do this," he whispered in her ear, hugging her so closely and tightly she could barely breathe. "I can't, I can't keep going _back_ —"

"Shh. Don't think about it right now. Right now you're out, and you're free," Fluttershy said, pushing free of him just enough that she could breathe, and then ducking under his arm so she could come behind him and hug him, pulling his shoulders back against her chest with her hooves. Discord whimpered. "It's all right. Right now it's all right."

"But I'm going to have to go back," Discord said, the anguish in his voice coming out as a whine. "I have to keep putting myself _back_ there – I can't do it, I can't keep doing this. I can't bear it, Fluttershy, I can't. It's so cold and I can't feel anything and it's dark and unless somepony is talking to me I never know what's real—"

"Breathe," Fluttershy instructed. Discord did, huge, heaving breaths. "It's horrible, I know. I wish there was something I could do—"

"If I told you I wanted to run away, would you go with me?"

"No. We've talked about this, Discord. I can't be your only friend; I can't be your everything, and if we ran away together that's what would happen. You need to stick this out. I know, I can't even begin to imagine how horrible it feels to be stone and still be awake and aware... but you agreed with this. You consented to this. If you go back on it now... I don't want to see you end up being sentenced for _longer_ , or have your parole days taken away. And there's five alicorns now, plus Sunset Shimmer. Not that Flurry Heart would be very useful but..."

"I know, I know," he said, shuddering. "I'm a match for two alicorns easily. Three starts to stretch it. I don't know if I could take on all four of them, and if Twilight's theory is correct and Sunset's an alicorn too, I'm pretty sure I _can't_ fight off all five. And... and I don't even want to. I don't want to fight them, Fluttershy. They're my friends now. But... but I can't _stand_ this. How am I supposed to make it through six more years?"

"Let's not worry about that now," Fluttershy said. "You've been stone for three months. It's time for you to feel things, don't you think? Don't worry about the future right now; we have to focus on washing off the past."

He smiled weakly. "Right. So. Bath?"

With a gentle smile, Fluttershy led him outside, to the hot spring. He'd made it for her, on his second parole, and then when he'd been in stone Fluttershy had asked Pinkie's sister Maud to verify that it was structurally sound and would continue to function as a hot spring. Where Maud had found problems, Twilight had reinforced it; chaos magic was good for doing difficult or impossible things easily, but not for keeping them that way. So now she had a fully stable heated pond all year round. It was designed to spill hot water from the spring pool into two lower pools, one in the middle where the water would cool and turn tepid, and the bottom one, fed by her little creek, which would be actively cool.

Discord lowered himself into the hot water with a moan. Fluttershy put waterproof, oilproof gloves on her forehooves, rubbed them in a jar of salve, and began rubbing Discord's shoulders and neck, hovering above the water – she had a hard time with the heat of the hot spring herself. The salve was made with poison joke and sufficient hot pepper oil that a pony would be in agony, so it was important that she not get any on her hooves. Discord gasped, knees buckling and back arching. "Oh chaos, _please_..."

"Is this hurting your skin?" Fluttershy asked, trying to be careful.

"Yes. Agonizing. Don't stop, whatever you do. _Ohh_. Please - please, I need..."

He didn't say what he needed, but Fluttershy knew. When he came out of stone, Discord needed to _feel_. Intense sensation, pleasant or painful or both, woke up his nervous system and reminded him that he was alive and not stone. Unleashing his magic could accomplish the same effect, probably better in fact, but he couldn't do that on release anymore. Even for Topsy Turvy Day, he still had to wait for the actual day to come to cut fully loose with his magic. On the other celebrations, he was allowed to participate and help, but there wasn't really an opportunity for him to go all-out with his magic. Which meant he needed to get reminded that he was alive some other way.

Once Fluttershy was done massaging the salve into his coat, she flew up, dragged a cloud over that she'd asked Rainbow to leave with her yesterday, and kicked it into releasing a lightning bolt. It hit the water, jolting Discord and making all of his fur stand on end. He flopped over into the water, while Fluttershy coaxed the cloud into raining over her hot spring. Discord came up out of the water and lay on his back, floating, an expression of apparent bliss as his front was soaked with cold rain even as his back floated in steaming hot water.

Fluttershy landed in the tepid pool. "That wasn't too much, was it?"

"If I say no, that it felt great, would that keep you from giving me more of a massage?"

Fluttershy smiled. "No. I'll massage you as long as you like. Although... at some point... we might want to go inside and, um, some other parts of your body might like a massage too..."

Discord rolled onto his side – a feat no other creature could probably manage while floating on top of the water – to look at her with a fake-sultry expression, batting his suddenly overlong eyelashes. "Oh, Fluttershy, how forward of you to make such a suggestion! You grow bolder every season, madame!" A sensuous grin crept across his face. "I like it."

Fluttershy giggled nervously, embarrassed by herself. After four years of having her special someone only available for twelve days a year, she'd learned not to let her own shyness make her waste time in being too embarrassed to admit what she wanted... but she had never yet learned how to make the embarrassment go away. "Well, um, life is short, and, and, things."

"Very profound." Discord laid back on the water again. "I want beer salad with pie crust pierogies and chocolate covered glass."

"That's a little beyond my cooking ability, but I did make fresh bread. And scones."

"Those things are good too." He stood up and abruptly dove from the upper hot pool into the lower tepid one, splashing Fluttershy thoroughly and making her shriek. Underwater, he twined around her barrel and came up, standing so she was held in a coil above the water. "Have we ever done it underwater, Fluttershy?"

"Um... I'm not sure this pool would be deep enough..."

"Easily fixed." He waved a paw, and the sky turned black and star-filled, and the pool deepened, so that now he was much lower in it and her hooves were dangling in the water. "A little privacy, a little depth, and here we go."

When Fluttershy looked straight ahead, she could still see that her garden was full of light, but it was dimmed by a wavering haze of gray over everything, that like fog, was invisible close up but turned thick further away. "Can anypony walk in through the privacy shield?"

"It wouldn't be a very good privacy shield if they could, would it? Don't worry, I'm projecting an illusion onto the surface. It'll look like there's nopony in the pool and it's choked with algae and weeds."

"But everypony who comes to visit me knows it's really not."

"They still can't get through the shield. It's just that the pool will look sufficiently unappetizing that most won't try."

"Mmm." So ponies who did happen to walk into her back yard wouldn't see her and Discord, and they wouldn't see a big dark dome that made it clear that she and Discord were up to something they wanted privacy for. Good enough. "In that case..."

She caught his muzzle in her forehooves and kissed him, lightly, on the lips. He returned and deepened it, pulling her close, tongue in her mouth and twining around hers. Her hindlegs went around his neck and his paws to her hips as he bore them both down into the water. With Discord's tongue blocking her ability to breathe through her mouth anyway, the sudden presence of gills breathing the warm water was a relief, not a strange and startling effect.

Discord might need to be able to feel, but Fluttershy had needs too, and most of the year Discord wasn't there to help her with them. She needed this as much as he did.

* * *

Afterward, the two of them floated lazily on their backs on top of the water, air breathers again, with Fluttershy's fresh bread and scones on a floating tray beside them, and cups of mint and orange tea bobbing gently in the ripples of the pool without turning over or getting pool water in them. Discord had curled himself into a three-quarters circle so that Fluttershy could rest her head on his chest and her hind hooves on his tail. She used her wings to keep herself floating, with very slow, gentle beats against the water's surface, and enjoyed the sensation of Discord's warmth under her head and his fur against her cheek. Cuddling after sex was almost better than sex itself, like a rush of unbearable sweetness through her veins, and the combination of the warm sun and the tepid water made her feel practically boneless, completely relaxed and somewhat exhausted.

A thought occurred to her, and she giggled. "Share the joke?" Discord asked.

"Oh, it's nothing... I was just thinking how much easier it is to clean up if we make love underwater."

Discord snorted. "You _would_ think about that. I almost regret that part of it. Washes all the scents off."

Fluttershy giggled again. "But Discord, what fun is there in making scents?"

Discord's tail abruptly coiled around her hind hooves and dragged her under the water. She shrieked, once, and then the water closed over her head – and the tail released her, allowing her to use her wings to swim back to the surface. She glared at him, shoving her wet mane back off her face, as he laughed.

"Oh, Flutters, that was an awful, awful joke. You _really_ had that dunking coming."

"Did I? Hmm?" She focused all of her attention on his eyes, holding them in her gaze. "Then perhaps you have something coming to you too." Fluttershy waved a wing menacingly as she floated closer and closer to him.

"Now, Fluttershy, there's no need to be hasty," he said quickly. "You don't want to do anything you might regret."

"Will I regret it?" She didn't take her gaze away. Training herself against Discord had taught her that there were powers in her gaze beyond the Stare. If she needed to paralyze an opponent with regret for all of their mistakes, if she needed to make some creature, capable of remorse but who felt it rarely, drown in guilt, she could still do that. But if all she wanted to do was make someone who trusted her unable to escape her intent, now she could do that. Again she waved her wing, closer to his vulnerable neck this time. "Or will you?"

Discord tried to pull his head away, and failed. "I'm wise to your tricks, dearest. You think you can tickle me without even touching me?"

"Oh, of course not." She smiled fiercely. "I'm sure you're not imagining my feathers lightly brushing your neck at all. There's nothing about the way my wing draws closer and closer to your sensitive skin that makes you think about being tickled, of course not. That would be silly. Why, I'm sure the thought of feathers against the hollow of your throat, so light and teasing and maddening it makes you writhe and gasp with laughter, has never crossed your mind. Not even _once._ " She feinted forward with the wing. A giggle burst out of Discord, his body convulsing away from her as if she'd actually brushed him with her implements of tickle torture. Pinkie had taught her this one – the art of Zen Tickle, which Pinkie had discovered was effective against toddling foals, where all Pinkie needed to do was wave her hooves in a tickle-threatening manner toward their necks and they'd start laughing. Discord wasn't a foal – but he was very imaginative, and very sensitive when he came out of stone, and Fluttershy had both her gaze and two limbs covered in feathers. Discord had fingers, which worked on practically everypony else, but Discord's fingers on Fluttershy didn't produce a _ticklish_ reaction.

As soon as he laughed, Fluttershy brought both wings into play, fluttering them at him in a manner that would certainly have been extremely ticklish if she'd actually been touching him, and he laughed and squirmed as if she actually was. When she finally did reach him – which was hard, because he was wiggling and thrashing in the water, but as long as she kept his gaze in hers he couldn't get away – she began kissing him on the neck, lightly enough that it would tickle too. She didn't stop until he managed to grab her, pull her close, and capture her mouth with his, preventing her from tickle-kissing him any longer.

This time he made her mane and tail like tentacles, like Mane-iac from the Power Ponies, except that she could feel sensation in the hair-tentacles as if they were wings and hooves. Fluttershy giggled. He might be resisting her tickling and trying to stop her, but he couldn't stop his true desires manifesting with his magic. She pinned his limbs down against the surface of the water with some of her hair tendrils, and tickled him mercilessly with the others. Discord laughed, and thrashed, and writhed, and demanded she stop in between bursts of hysterical laughter, but his magic kept him floating on the surface of the water and if he wanted Fluttershy to stop, it was his magic giving her mane and tail animation. He could stop this if he wanted to.

For their second round (or technically third or fourth – the underwater sex had lasted quite a while and had wrung more than one climax out of both of them), Fluttershy was in complete control. Discord, she knew, wanted to feel, wanted to abandon himself to unpredictability and loss of control, aspects of chaos he loved to feel almost as much as he loved to inflict them on others. She preferred loss of control herself, the illusion that she wasn't making any of this happen, but she'd had her turn – Discord pushing her underwater and giving her gills so he could take her at the bottom of the pool had been as dominant as she'd wanted from him. Now she was returning the favor. And she couldn't say she didn't love every minute of it.

* * *

The rest of the morning and some of the afternoon disappeared this way, bouts of exotic and exciting sex followed by snuggling and snacks followed by more sex and so on, with backrubs and wing preening and mane grooming for both and hoofrubs for her and paw massages for him interspersed. The venue moved from the pools to the living room, where Discord's favorite couch still stood, to the grassy lawn, up into the branches of the tree, and finally the bedroom before they'd had enough of each other that they could focus on anything else.

Eventually, though, the real world could no longer be denied. Discord genuinely wanted his day to go well, and if that meant some degree of planning with Pinkie had to happen, he was resigned to it. And the unnatural silence of the house outside the bedroom was bothering Fluttershy. "I should check on Soft Heart, see how she's doing with the animals."

"I'm sure she's doing fine."

"Yes, but I don't want to impose on her..."

Discord sighed. "My dear, if you'd been apprenticed to an older pony who was teaching you to care for animals, and she had asked you to take in her animals for three days so she could help her special somepony put on a public event... would you have considered that _imposing?_ If she came and checked up on you incessantly, would you take that as care, or as an indication that she didn't think you were good enough?"

Fluttershy sagged slightly, back into the bed, the tension that had been building to force her out of it running out of her. "You're right, of course, but... I just worry. The last time I only had her watch them for the one day."

"Yes, and I remember how enthusiastically she told you that she could manage the whole three days next time, and I remember begging you to take her up on it." He lifted his head off the pillow to look down at her. " _I_ need you. Your animals get you almost every day. I have only twelve, all year."

"I know... but you're going to go work with Pinkie, right?"

"And is there a reason why you'd be avoiding Pinkie?"

"Of course not, it's just... you don't really need me to be there with you, do you?"

He ran a paw through her mane, gently. "Shy, I need you all the time. What part of only twelve days are you not getting?" He floated up into the air, coming into a sitting position with a pout on his face. "Or are you saying you need a break from me?"

Fluttershy sat up as well. "No! It's just... when you and Pinkie plan together... I feel like I don't have anything to contribute and maybe I'm just in the way, or at the very least, I'm useless."

"You're never useless." The pout turned into a soft smile. "Neither chaos nor parties are your particular specialty, it's true, but the holiday is supposed to be fun for _all_ ponies, not just the ones with an inherent love for chaos. Perhaps Pinkie and I need someone with significantly more, mmm, low-key ideas for fun to rein us in, for the sake of the rest of Equestria's shy types."

"You've never taken my advice before."

He shrugged. "Just because I'm in stone doesn't mean I can't think about things I could do better."

She flapped up and hugged him. "Thank you."

"For...?"

"Thinking about the things you could do better. And thinking about including ponies like me."

He nuzzled his head against hers before drawing back reluctantly. "Well. We'd better go visit Pinkie before we lose any _more_ time."

* * *

"So! I let all the food vendors know about the we have to sell each other's food thing, and we're going to do a Secret Sinterklauss kind of thing, except not because it's not Hearth's Warming but you know what I mean, to draw each other's names at random! We haven't done the drawing yet because I know you like to be there when something's going to be random! Rarity is making checkerboard banners but I told her they can't be _square_ checkerboards, they have to be kind of warped up and down, so she's doing this weird thing where they're flat pieces of cloth but she cut them into shapes so they _look_ like they're hills and valleys even though they're not. Rainbow's team is clearing the clouds—"

"There's going to be a surprise thunderstorm," Discord said.

"No, they're scheduling a sunny day—"

"I'm not stating a worry, I'm stating a fact. There will be a surprise thunderstorm. I want random umbrellas hidden in strange but easy to find places and some rainproof tents. Is Trixie available?"

"Haven't checked yet. Do you want her doing the entertainment?"

"Give her a _large_ rainproof tent, but she doesn't get to start her show until the rain starts."

"Um, Discord." Fluttershy tapped his lion arm with her hoof, gently. "If ponies expect it to be sunny, they won't be dressed for rain."

"That's why there will be random umbrellas and rain-proof tents. Why, do you think any of them are going to show up in paper clothing?"

"Well, no, but... sudden thunderstorms are scary... and a tent isn't _that_ much protection..."

Discord sighed. "The weather can't be _predictable_ on _Topsy-Turvy Day_ , Fluttershy."

"But what if we had a big underground ballroom, with dancing and snacks, that you get to in weird ways? Like jumping down a rain barrel! Or climbing into a box! Then Fluttershy could go around in the early morning and tell ponies that if they're scared of thunder and lightning, where they can go if there's bad weather, and then they think they're going into some kind of underground shelter but it's a _fancy ballroom?_ " Pinkie was practically bouncing.

"Why not a dance club? We could get what's-her-name, the DJ who always wears sunglasses."

"DJ-PON3, except her real name is Vinyl Scratch, but see, a dance club is _dark_. And an underground shelter is dark. But an underground ballroom? That's brightly lit and has a lot of space? Nopony would expect anything like that! Anyway, ponies who are scared of thunder might not like the loud noise of a dance club, either."

Fluttershy nodded vigorously. "I think Pinkie is right. A ballroom would be better."

"Only if I can have giant mice for waiters."

"Real mice? The mice don't like being that big, Discord. If you have to do real ones, use rats instead. Rats enjoy being taller than they used to be, and once you make them pony sized, ponies can't really tell the difference between rats and mice."

"I was going to just make constructs, but if you know some rats who'd like to do it..."

"I think so. I'll ask them when we get home."

"But I don't want all the ponies crowding into the ballroom to get out of the rain. I want most of them to go to the tents."

"The tents will be easier to get to," Fluttershy said. "I'll just make sure ponies know that there's an option to take shelter underground; most ponies would rather be in the open air, in a tent, than underground. Only the ones who are really scared of the thunder and lightning will want to go underground." She didn't point out that she was an expert on the subject with personal experience; both Discord and Pinkie knew that. She wished he wouldn't insist on rain, but she knew better than to think she could talk him out of it; making sure there were safe places for ponies like her was the best she'd get out of him.

"We need a band if we're going to have a ballroom, though! Do you have anyone in mind or can I pick?"

Discord made a face. "You're going to want someone boring because it's a ballroom, right?"

"You weren't there at the first Gala we went to, that's right!"

"Yes, I was having a slight case of being stone. What does that have to do with—"

"I don't pick _boring_ party bands, Discord. Don't worry, I'll find somepony with some pep and pizzazz!"

"That sounds painful. Make sure they're properly medicated."

"Um, actually, I, um, I know a few bands..."

" _You_ do? Fluttershy? _You_ know some bands?" Pinkie had bounced over the table and was staring at Fluttershy, in her face, practically eyeball to eyeball. Fluttershy shrank back slightly. "That's _great!_ You can totally pick the band if you want!"

Fluttershy nodded. "The Ponytones don't do ballroom style, but I've met a few other musicians while I was performing with them... There's this one band that does a fusion of courtly and jazz. It's really interesting."

Discord's eyebrows went up. "A fusion of courtly and _jazz?_ Now that I'd like to hear."

The door swung open, and Twilight entered. "Hi, everypony! And Discord! How are the plans going?"

"Everything is copacetic!" Pinkie said gleefully.

"Just _swell_ ," Discord said grandly.

"So, then you wouldn't mind sharing them with me, right?" The parchment and quill floated in front of her, seeming to oscillate slightly with her eagerness.

"Now Twilight, we've discussed this." Discord draped a forelimb, and half of his upper body, over Twilight's withers, curling around her. "When we tell you what's going on for Topsy-Turvy Day, you start trying to _organize_ it. And make checklists. And draw up agendas."

"I promise! No agendas this time!"

"And no checklists?"

"Well, one or two checklists to help things go more smoothly in the background—"

" _No_. Pinkie is an experienced party planner and I've done this three times without blowing anything up, yet. I'm afraid I have to put my foot down, Twilight." He placed his dragon foot on the ground, with the rest of him still levitating, so he looked as if he were impossibly balanced on it, most of his body horizontal on top of the vertical leg. "You cannot pin our creative vision to paper without killing it, like a cruel lepidopterist. And we all know you won't be able to resist the temptation to write everything down and make plans around it. So—" He straightened up, going back to an upright position and two legs. "Expect the unexpected. That's all I'll tell you."

Twilight sighed. "I have to tell Mayor Mare something."

"Tell her we've got everything under control!" Pinkie said. "Or tell you what, you can tell her that I'll come by later and brief her on what she needs to know!"

"Okay, I'll do that," Twilight said, and proceeded to sit down at the table.

"Um, Twilight, I think Discord just said—"

"Oh, don't worry about it," Discord said, and snapped his talon. "Let's move on. I've done bouncing, slides, gravity and giant crabs. Can I do an Everfree theme here? Giant rampaging animals that turn out to be friendly and give ponies rides?"

"That might be a little scary," Fluttershy said.

"Ahem!" Pinkie pointed at Twilight, whose face was scrunched. "I thought we didn't want Twilight here for the planning because it is supposed to be a _surprise_!"

"She can't hear anything," Discord said. "I put her in a Cone of Silence. It'll wear off the moment she walks out the door."

"But what if Twilight can lip read?"

Discord's lips moved. A second later his voice said, "I'll just implement bad Neighponese dubbing and everything will be fine." The voice continued for a second after his mouth stopped moving.

Twilight sighed and said something, but no one could hear her. "Discord, I think you at least need to tell her that she's in a Cone of Silence," Fluttershy said.

"She'll figure it out."

Twilight rolled her eyes, got up, and went to the door. She stepped through it, then back. "Discord, the polite thing to do would have been to ask me to leave."

"The polite thing to do would have been to not sit down at the table at our planning session after we told you we wanted the plans to be a surprise to you too," Discord said sharply.

"He's got a point, Twilight. You wouldn't've done that to _me_." Pinkie frowned at her.

Twilight sighed. "I just really want to know what to expect!"

"Bunnies," Discord said.

Fluttershy blinked. "What?" she asked, at the same time as Twilight said the same thing.

"Bunnies," Discord repeated. "Giant rampaging bunnies. 20-head-tall clones of Angel with the same personality. No carrot will be safe."

"That... doesn't sound like a good idea."

"He's joking, Twilight. That's not what we're planning."

"Good try, Fluttershy, but she's onto us. The almighty Princess wants to know what to _expect_ , and who are we peons to disobey? We can admit it."

"But we're not really doing giant bunnies."

"Yes, yes, of _course_ we're not." He winked at Fluttershy theatrically.

"I get it, I get it. None of you want to tell me."

Pinkie bounced over to Twilight, cupped a hoof to her ear, and said in a very loud whisper, "It's really guinea pigs!"

Discord slapped his forehead. "Oh, Pinkie, why did you have to go and tell her?"

* * *

After a disgruntled Twilight finally left, the planning session continued. Discord couldn't be budged on the plan to fill Ponyville with large, scary animals that were actually friendly, but he did agree that firstly, they'd all be constructs – Fluttershy trusted her personal friends and she trusted that she could tame animals she didn't know well, but she didn't know every single animal in the Everfree and she couldn't be everywhere – and secondly, that they'd all have cartoonishly cute faces and frilly bows or ribbons or other markers that they were tame and not threatening.

Rarity came by with prototypes for the banners. They were white, silky, elegant, and kept having unexpected animations play on them. Fluttershy did a double-take when one of the white banner prototypes filled with bubbling blue from the bottom, whereupon beautiful, colorful tropical fish swam by, and one's tail accidentally caught the edge of the banner, pulling the blue color with it as it swam until after the fish had swum off the banner it was white again. Discord laughed uproariously. "Rarity! I had no _idea_ you had a sense of whimsy!"

Rarity smiled. "Well, I admit, I took consultation from my sister and her friends as to what sort of 'silly' imagery I could employ, but the truth is, I've been studying how to do animation spellwork on cloth for nearly a _year_ now."

"You liked the dress I gave you last year that much, hmm?" In the spirit of Topsy Turvy Day, last year Discord had gifted Rarity with a beautiful dress, in the general style she would have made for herself, which had an animation of shining glittering gems moving around the dress in slow concentric circles. It had taken the entire day before Rarity had noticed the animated small dragon that kept running around on the dress eating the gems, then getting a tummyache and vomiting them back up. She'd been horrified, but had eventually taken the prank in the spirit of the day.

"To be entirely honest, I made adjustments and gave it to Pinkie, who wears it at parties."

"I don't know what you did to it but no matter how much frosting or soda pop I get all over it, it always stays clean! And foals love the little dragon running around eating the gems! It's like my best party dress ever! No offense, Rarity, yours are prettier, but Discord's is funnier."

"But, I swore to myself that day that I would get my revenge by learning how to do those animations myself, and putting them on your banners!" Rarity gave him a sharp-edged smile. Fluttershy wasn't sure if she was joking or not.

"How is that revenge? This is hilarious."

Rarity's smile turned into the sugary sweet grin of the noblemare who's backstabbing you, politely. "Well, I suppose you'll just have to find out, won't you?"

Discord grinned. "Challenge accepted. Do your worst, my dear. But don't forget, while you're making these banners, that you have to make yourself a dress!"

"Oh, I haven't forgotten."

* * *

Finally arrangements were made. Pinkie set off to notify everyone who needed to be notified of their roles in the preparations, and Fluttershy took Discord to dinner. She'd gotten the cooperation of Harry, several birds, a Canterlot restaurant that specialized in unusual salads, and Scootaloo to go pick up the salads for her while she and Discord were at the planning session with Pinkie. The young pegasus still couldn't get any significant height, but with the assistance of what was, essentially, the front wheel and handlebars of a scooter without the back end, she could fly a pony-height above the ground at nearly the speed Dash could manage, as long as she stayed on the roads. She no longer needed the body or back wheel of a scooter; she could get her hooves off the ground as long as she was still touching _something_ that touched the ground, and could go higher unassisted for five minutes or so if she had to. So she had a job as a courier now, carrying small packages that needed to be transported quickly over great distances between areas that had roads.

The "restaurant" was actually a treehouse – not a house that was a tree, like Fluttershy's own, but a house in a tree, made partly from wood by the Crusaders and partly from cloud by Rainbow and Fluttershy herself, that Fluttershy had had built within the actual Everfree. She used it as a base of operations so she didn't have to travel in the Everfree at night or in bad weather, but could go deep into the woods to attend to injured animals and not have to worry about being able to make it home before dark. Harry sat on one of the lower branches and serenaded them with a guitar – badly, but Discord had a fondness for really terrible, discordant music that suited his name, and the amazing thing about a guitar-playing bear was not that he played well but that he could play at all. The birds served as their waiters, bringing them their salads, teapot, water refills, and Discord's sparkling lemongrassade.

Discord chuckled. "This is a nice little place you have here, Fluttershy, but it's a little sparse. Would you like me to spruce it up for you? Give you some furniture?"

They were sitting on cloud cushions. Clouds from outside the Everfree didn't maintain their cohesion long within the Everfree, usually, but Fluttershy had gotten Twilight to cast a spell that would fix the clouds in their current forms for a few months. They couldn't be used to make rain that way, but then, that rarely worked inside the Everfree in any case. There was also a cloud bed, large enough for a bear, or a draconequus, to snuggle comfortably with a pegasus and still leave room for plenty of small critters. Angel, getting on in years, never came with Fluttershy on these trips anymore; he managed the household while she was away, and now she had her apprentice Soft Heart to help her as well. There wasn't any other furniture, though there were several waterproof saddlebags leaning up against the walls with medical supplies, and several jars of salves and potions.

"No, I'm deliberately leaving it fairly empty so it's not attractive to thieves or vagrants when I'm not here."

"I could make you a security system."

"I wouldn't want to hurt anypony..."

"I could make you a security system that makes every pony but your friends and yourself feel uneasy and creeped out by the area and want to leave it alone, but has no effect on animals unless they have harmful intent."

"Would – would that last after... well, after?"

"I've been practicing." The reminder of where he was going after this holiday didn't seem to upset Discord; he leaned forward, expression intent. "It's an effort to make chaos magic that will last any length of time, let alone after I've been stoned by Harmony; one of its effects is to try to purge my magic. But I've found that if my intent with a certain spell is to do something that benefits someone besides myself, it'll last while I'm in stone. I'm quite sure she's doing that on purpose because she's trying to use the repeated stonings as an opportunity to brainwash me, but better than her have tried and it's not as if I need her approval to want to protect my friends."

"She?" Fluttershy blinked. "Princess Celestia?"

"No, no, Celestia's got nothing to do with it. Harmony. Technically I suppose that, being a tree, she's both male and female, or possibly neither; every Tree of Harmony I've ever seen has propagated from a cutting, not a seed. But come on, don't you think she seems feminine?"

"I... suppose?"

"She's been trying to turn me since I was a colt," Discord said. "I'm sure she thinks she can condition me to be selfless and harmonious by letting spells with a greater _harmonic_ component to them, or at least a harmonic intent, stick around when all my other spells disperse. But let her. I like being able to do things for my friends that will last at least until the next time I get out; that doesn't mean I've gone over to the side of harmony."

Fluttershy let him ramble. She knew Discord was the spirit of Disharmony as well as Chaos, that his magic and his sense of identity were tied to conflict and strife. She didn't like those things, and tried to encourage him in performing acts of "harmonic chaos", chaos intended to be harmless or beneficial. Fireworks rather than explosions had been Pinkie's analogy for it. But she also knew he couldn't be pushed on the matter too hard. Sometimes she feared that trying as hard as she had to push him toward the side of good, in that first year that she'd known him, had led to the backlash of him siding with Tirek. He had thousands of years of identifying himself with Disharmony, and even someone who loved change as much as he did would resist what seemed like a fundamental change to who he was.

"A security system would be nice, as long as I can add new friends," Fluttershy said. "What do you think of the salad?"

"Where did you find a restaurant that would put bits of stained glass in the salad?"

Fluttershy smiled. "I said it was for an unusual magical creature who can eat glass. They're in Canterlot – Salad Days, they're called. Do you like it?"

"Mm." He said this while stuffing his mouth full of salad. There wasn't just stained glass in it; there were radishes, carrots, jelly beans, crunchy locust shells from locusts who'd molted, bananas, cheese, hard-boiled unfertilized pigeon egg, dark chocolate bits, and cornbread croutons soaked in minced garlic. Fluttershy couldn't imagine wanting to eat anything like that herself, but she knew that Discord liked variety more than he liked any specific kind of food. "Did you go to a lot of trouble to get this made?"

"Oh, no, no. It's not hard for me to get to Canterlot, I mean, since I started flying with Twilight my speed and stamina's improved a lot." Rainbow Dash had nagged Twilight constantly to go flying, but the truth was, Twilight was too pragmatic; she wanted to know how to fly to get places, and was willing to do some combat training, but she had no interest in learning to maximize her speed or do stunts, and she found her own lack of ability in comparison to Rainbow Dash's embarrassing. Fluttershy had offered to fly with her instead because even a pony with brand-new wings was probably better than Fluttershy. But as they'd gone on many leisurely, pleasant flights together talking about areas of mutual interest – mostly, the biology of magical plants and animals – Fluttershy had found herself capable of staying in the air longer and going faster than ever before. She'd really just needed a friend to fly with who she'd felt secure wouldn't judge her for being bad at flying.

"It's quite delicious, my dear. But I think I enjoyed the salads you made for me a bit better. These croutons are a trifle, well... evenly sized. Your home-baked croutons were always lumpy and variable in size and texture. Also, I think these greens were magically grown in a greenhouse to have an even consistency. The ones from your garden are much wilder-tasting."

"Oh, um, well, it's only a week since Winter Wrap-Up so nothing's growing in my garden yet."

"Of course, of course."

"But you know what we could do, your garden – I mean the garden you stay in – I mean, Twilight's garden is above freezing year round, and not all of it's packed into slow-time bubbles over the winter, and salad greens like cool weather. I could grow salad greens all winter so that I'd have something ready for you by Topsy-Turvy Day."

He looked down, an expression she couldn't quite read on his face – he was smiling, slightly, but it looked wry and sad. "We're already planning what we'll do when I get out of prison a year from now?"

"I'm sorry..."

"No. No, I'm sorry. You're trying your best, what with the romantic candlelit dinner. You even trained your birds to wait on us. Garcon!" He tapped his water glass, and a cardinal flew over. "A little glass of water please?" The cardinal chirped, and flew off. "I shouldn't be bringing the mood down like this."

She laid her hoof on his paw. "It's all right. I'm here for you. It's okay to be unhappy. I can't imagine how many times you must feel really unhappy and – and not be able to talk to me about it, so if you need to talk about it now, feel free."

"But I don't," he said. "Because talking never fixes anything." He stood up, almost bumping into the cardinal returning with his water, and waved his paw expansively. Half of the treehouse disappeared, along with the tree and everything else, to be replaced by a night sky full of stars covered with a clear, thick, crystalline floor. Fluttershy gasped slightly, and startled again when she felt a paw on her withers. "My dear Fluttershy, will you do me the honor of joining me in a dance?"

"I, um, I'd be happy to but we don't really have any music... I mean there's Harry but it's not really dance music..."

The air filled with the sounds of a violin. Fluttershy found that she was suddenly dressed in a beautiful ballroom gown... as was Discord, though hers was teal and lacy, whereas his consisted of overlapping silken panels that changed color as the moonlight struck them in different places. Fluttershy giggled. "You, um, you actually look nice in that dress," she said. She'd been raised to think that stallions in dresses just looked ridiculous, but she'd learned to recognize that as a prejudice to overcome in her years of being with Discord, and besides, Discord wasn't a stallion. The iridescent silk clinging to and flaring around his tall, slender body made him look more serpentine than usual, not like he was trying to dress like a mare for laughs. Pony dresses might fall in a train down to the ground and completely cover the back of a mare, but you'd still be able to see that she had legs when you looked at her front-wise, because pony dresses never impeded the motion of the forehooves. Discord's dress completely concealed his legs, to the point where if he'd removed them and was just levitating, Fluttershy wouldn't be able to tell.

"Of course I do. I look fantastic in everything," Discord said, smiling, and took her hoof in his paw. "Shall we?"

His magic made her float upward until she was standing on her hind legs easily, without any balance issue at all. The dress Discord had just given her had morphed around her so it now went around her belly and the front of her forelegs as well as down her back, but it ballooned outward at the bottom like she was perched on an umbrella, so the dress didn't get in the way of her hind legs. Fluttershy had danced this way with Discord many times, so she wasn't surprised. He preferred two-legged dancing to four-legged dancing, and it was very hard to make the two work together, so generally she went up on two legs to dance with him.

She laid her head against the iridescent silk covering his belly fur, feeling his warmth through the fabric, and closed her eyes, letting Discord lead, letting him guide her body through a dance that was far faster and more complex than any she would ever have danced on her own, but all she needed to do was match him.

Tomorrow would be busy. Discord and Pinkie would be all over Ponyville getting ready, and this time, her friends would be heavily involved, since they were doing it in Ponyville this year. Tonight, she held onto her lover and let him spin her through a dance, trying to pretend this was really a carefree dance between lovers and not Discord's desperate attempt to distract himself from thinking about the future.


	3. TOPSY TURVY DAY - 3

Twilight was a complete nerve case by the time the day finally arrived. She hadn't been able to glean much more about Discord's plans from watching him and Pinkie running (or in Discord's case teleporting) all over Ponyville to make preparations, particularly because more than half the time, Discord hadn't even been _in_ Ponyville, making his usual impromptu visits to other cities to make sure their Topsy-Turvy Day festivities would be sufficiently chaotic. Mayor Mare wasn't helping; this was an election year, the last election Mayor Mare would be able to run in before hitting her term limit, and she was on Twilight constantly with questions about how this was going to go... questions Twilight couldn't answer, because Discord and Pinkie refused to give her any information.

But now it was Topsy-Turvy Day. Go time.

Rarity was wearing a dress with a cream-colored, puffy top, navy blue lace at her collar and forelegs, gold and silver embroidery in a wide band around the collar and foreleg gathers just below the navy lace, and a large poofy skirt with vertical rainbow stripes. There was more gold and silver embroidery at the bottom of the dress. "As you can see," she was saying to Discord in her haughtiest voice, "there are ten separate colors here."

"Black and white don't count as colors."

"I _thought_ you might say something like that," Rarity said, "which is why I did _not_ employ either color. This is cream, and this lace is _navy._ Fluttershy, you have the greatest fashion expertise within our group, aside from myself; wouldn't you agree that there are ten colors here?"

"Um, actually, it looks like you have a slight gradation of color going on so the skirt is a little faded at the top and then gets brighter toward the bottom? So that's actually a lot more than just ten colors."

Discord shrugged, paws up. "Well, if Fluttershy says there are more than ten colors, who am I to gainsay her?" His eyes narrowed. "Wait a minute, are you using Fluttershy against me, Miss Fashionista? That's dirty pool."

"I am _only_ requesting that the only other pony in our gathering who has fashion experience confirm that what I'm telling you is true, given your obvious lack of a fashion sense or any concept of what colors go together," Rarity sniffed. "It's hardly my fault if that pony just happens to be your special somepony."

"Show us the banners already!" Rainbow Dash complained. "I've got, like, places to go."

"Like where?" Applejack asked. "The clouds are all clear."

"Back to bed, if you gotta be nosy about it. If Princess Celestia isn't up, I sure as hay don't wanna be."

"Technically, the sun is rising right now," Twilight said, "so I'm quite certain Princess Celestia is awake."

"Whatever. I don't even know what you needed me here this early for." Rainbow yawned. "Far as I know everything's all set up."

"Actually, I need you for a very important task," Discord said. "You need to be a test pilot."

That perked her up slightly. "Test pilot for what?"

"Temporary wings!" He snapped a talon. Rainbow's wings disappeared, and reappeared in Discord's paw. As Rainbow opened her mouth to shout at him, another pair of wings appeared on her back, these ones pink with polka dots. "There's going to be a vendor renting these to ponies who aren't pegasi – and some who are, no doubt. They're pre-programmed with flight skills. I want you to test them to make sure the flight skills are adequate and also that they don't interfere with the flight skills of a trained pegasus."

"Why in the hay would a trained pegasus wanna _rent wings?_ "

"Um, because there are a lot of older pegasi with wing injuries who can't fly so well anymore? Like your grandmother? Who I already wrote a letter to and said she should come to Ponyville to see you because there would be a booth with rental wings?"

Rainbow gaped at Fluttershy. "You _invited_ my _grandma_ and didn't tell me?!"

Fluttershy smiled sweetly. "You always tell me I should get into the spirit of the holiday and play more pranks..."

"Oh, okay, so that was a joke and you didn't invite my grandma."

"No, Rainbow, this is a prank. I _did_ invite your grandmother. After all, you invited my brother to Nightmare Night and then joined Princess Luna's entourage in Las Pegasus, last year." Twilight remembered that. Fluttershy hated Nightmare Night – she'd tried it, with Discord's help, a few years back, and turned out to be terrifyingly successful at scaring ponies, but she didn't like doing so, so she continued her tradition of staying in on Nightmare Night. Discord generally duplicated himself so that one of him could stay with her and one of him could enjoy the Nightmare Night festivities. With Zephyr Breeze dumped at his sister's home, moping because Rainbow had ditched him (Rainbow had insisted on referring to it as pranking him), Fluttershy had had to chase Discord out and get him to rejoin his other self instead of staying with her because he seemed to love tormenting Zephyr almost as much as he loved tormenting Trixie. Fluttershy had been angry with Rainbow for putting her in a position where she had to spend one of her lover's few parole nights dealing with her brother instead.

"Ponyfeathers! Now I have to _clean!_ Argh! And she's gonna be renting wings? That means she can totally get up to the house and complain about the dishes in the sink!" Rainbow glared at Fluttershy. "Ok, maybe I had it coming, but you could've warned me!"

"Then how would it be a Topsy Turvy Day prank?" Fluttershy said, eyes wide with mock innocence that looked way too much like the real thing. "Besides, you've been saying for months that you need to find time to go visit your grandmother, so now you don't have to make that trip!" As a pegasus who could barely fly anymore with her arthritis, Rainbow's grandmother lived in Las Pegasus, the other pegasus cloud city in Equestria – built in the mountainous desert to the west, stationary around a mountain where ponies who couldn't or didn't fly lived, with extensive facilities for non-flyer tourism and travel within the city, because one could hardly have a city whose income came from tourism and gambling if it wasn't accessible to all the pony tribes.

"I blame you," Rainbow said, turning her glare to Discord. "You've corrupted her."

"Moi?"

"Everypony it's been great but I gotta go! Housecleaning to do! See you this afternoon or something!" Rainbow Dash took off like a shot, vanishing upward into the sky.

"You don't think that was kinda mean, Flutters?" Applejack asked skeptically.

"She really has been meaning to go visit her grandmother," Fluttershy said.

"And if Fluttershy hadn't promised me she'd do something to get back at Rainbow for the debacle of last Nightmare Night, _I'd_ have done something," Discord said. "So you see, in fact our Fluttershy continues to be a paragon of kindness! I can guarantee Rainbow wouldn't have liked _my_ idea nearly as much as she'll enjoy a visit from Granny."

"In _any_ case," Rarity said, "I would like to demonstrate my banners. That Rainbow Dash conveniently forgot about volunteering to emplace before flying off."

Fluttershy whistled a cheerful tune, and was immediately covered with two dozen birds, chirping and trilling. "I thought that might happen, so I asked my bird friends if they could help out."

Discord recoiled slightly. "I hope they're potty trained, Fluttershy. Believe you me, it's _highly_ unpleasant to be covered in bird poop, and I can't imagine being flesh instead of stone could possibly improve the experience."

Fluttershy laughed. "They're trained well enough to get off my back or hair before they poop, but I'm afraid birds in general aren't very good at holding it."

All of the birds were suddenly wearing tiny diapers. This startled them considerably. Most of them flitted off of Fluttershy, chirping frantically. Fluttershy gave Discord a Look. "Discord..."

"What? I have issues with bird poop, all right?"

She sighed. "Don't mind him, little friends," she said to the birds. "Some of your less well-mannered cousins did some bad things to him when he was a statue. Besides, that will help you to help us with Rarity's banners."

"I was about to say," Rarity said, without clarifying what, exactly, she was about to say. The way her voice pitched down at the end, it was plainly intended to be the end of the sentence. "Thank you, Discord, that was actually quite considerate of you."

Pinkie arrived, with breakfast for everyone on a cart. "Coffee is here! And pastries! And tea! And bananas magically warped into the shape of donuts with cacao beans for sprinkles!"

"That's for me, I take it," Discord said.

"Yuppers!" Pinkie tossed a donut-shaped banana so that it landed on Discord's goat horn, perfectly ringing the appendage. "Want some more? I think I can get all the pointy parts of your antler!"

"That's quite all right." Discord removed the donut-shaped banana and began eating it, without removing the peel. "Mmm. Crunchy."

"That's the cacao beans!"

"Pinkie, have you been gettin' into the coffee already?" Applejack asked.

"Only two cups so far! And I've already been up for three hours! Bakers don't need sleep!"

"I'd do something about this, but it's hilarious," Discord said.

"In any case." Rarity's magic lifted the first banner. "I think you'll appreciate these, Discord."

The banner began as white, with bright blue letters proclaiming WELCOME TO TOPSY-TURVY DAY PONYVILLE! The letters expanded, swelling as if full of water, and then popped, filling the banner with blue, occasional bubbles making the blue appear to be water. Before long, fish swam onto the banner, carrying orange letters spelling out the banner's message. The fish abandoned the letters once they were in the correct position, and swam around for a minute or two, before they all decided to swim offstage. One of them accidentally pulled the edge, just as in the animation Rarity had demonstrated two days ago, and pulled the entire blue waterscape with it, turning the banner back to a blank white. Discord then appeared, grinning, and gestured with his arms and palms out. The blank white was replaced by a warped checkerboard of purple and vermilion. The fish from before stampeded past in the opposite direction, with legs, carrying the original blue letters. The Discord in the image leaned into the imaginary camera, gave a thumbs-up, and leaned back. By now, Ponyville had dealt with enough species who had paws with thumbs that most ponies knew what the gesture meant.

Rarity folded up the banner as soon as the image of Discord had returned to its original position. Discord applauded. "Well done, Rarity! Quite a virtuoso performance of animation there!"

"Well, darling, I only did the one banner, and then had Twilight copy my spell to do the others. There is something to be said for having a friend who's a magical powerhouse." She smiled at Twilight.

Twilight, who knew what Rarity _hadn't_ shown Discord, smiled back. "I know the animation spell, but I don't have anywhere near Rarity's artistic talent. We actually did all of that animation by Rarity making cloth sprites for all of the images, and moving them and recording them to make the animation, and then I just replicated it."

"Seems as if it could have gone faster if you'd just drawn the images," Discord said.

Rarity huffed. "While my talent for sketching is not inconsiderable, I think we're all aware that cloth is my medium _par excellence_ , and I would never wish to shortchange my audience by using a medium in which my talent is lesser. This may have been more work, but I believe the results speak for themselves."

"It's pretty nifty-looking, Rarity, I gotta say," Applejack said. "You ever think about makin' any of those short little movies they have before the main movie, in the theaters?"

"I hadn't, before you mentioned it," Rarity said. "And I have no idea what would be involved in putting voices into the animation, or anything like that."

"Oh, um, I know a little bit about it. Just because I like animation, so I read a lot about it," Fluttershy said.

"Hel-lo! Isn't anypony going to _eat these pastries?_ " Pinkie asked. "They aren't going to eat themselves!"

Promptly, one of the cheese pastries grew a mouth, folded over on itself, and began to gnaw away at its other half. "They aren't going to eat themselves unless Discord decides to make a dumb joke!" Pinkie clarified.

"I am offended! My joke was not _dumb_ in the slightest. I am the very pinnacle of sophistication and wit."

"Says the draconequus who admits to once having provoked a war with fart jokes," Twilight said.

"It wasn't exactly a war. It was more of a skirmish or two," Discord said. "Most folks who used to decide to go to war with me would generally figure out rather quickly what a bad idea that was."

"The point isn't how warlike it was, the point is, fart jokes."

"Rule a nation with comedy for a few hundred years and see how long _you_ can keep the material fresh."

"Anyways," Applejack said. "I gotta go be settin' up our stall." She snagged a cherry pastry. "I'm sellin' cherries today. No idea how that's gonna work out."

"But isn't that the point? You're supposed to have no idea how that's going to work out!" Discord said. "If you knew how well that would work out, then how would this be a celebration of chaos?"

"I'm gonna leave the philosophizing about chaos to you and go get set up to sell some cherries. Fluttershy, you make sure he behaves himself."

"Today's his special day," Fluttershy said. "I'm sure he'll be fine."

* * *

An hour later, Twilight was not, quite, at the point of pulling out her mane.

Farmers arguing with each other about the pricing for the goods they were supposed to be selling on each other's behalf. Pegasi to be recruited to test the temporary wings because Rainbow had run off to her house to clean it for her grandmother's visit. Mayor Mare constantly asking questions Twilight had no answers to. Foals underfoot _everywhere_ , and why were they even up so early? Nothing short of the Summer Sun Festival had ever been able to get Twilight to get up early on a day that wasn't a school day.

But things seemed to be calming down. Celestia had raised the sun, and then Discord had taken it over and made it do loop-de-loops, brought the moon up, had it dance around the sun, and then put it away. Last time he'd had an eclipse, and he'd made it last for some time by moving the moon and the sun in sync, and this had caused an international panic. Celestia was well aware that her duties to the sun affected the entire world; Discord either didn't notice or didn't care that ponies (and other creatures) who didn't live in Equestria and didn't even know Topsy-Turvy Day was happening might be completely freaked out by shenanigans with the sun and moon. At least he hadn't done that this time, though Twilight was fairly sure that he'd say the reason why not was that he didn't like to repeat himself, not that he was showing some responsibility.

She took a deep breath. The festivities had officially started, and nothing had blown up. Yet.

The main street district of Ponyville had essentially turned into a carnival. Store owners who were normally inside their shops all day were sitting outside in booths selling things they normally wouldn't; the owner of Quills and Sofas, for instance, was sitting at a booth selling lamps. Most of them were fancy, stained-glass or spun-glass lamps with brass or bronze stems, but there were some ordinary lamps in ceramic or wood, unusual bendy metal lamps for desks, and a handful of bizarre ones – she even caught sight of a few Discord lamps in the mix there. Those were rare and very expensive, since the pony who'd originally been selling them had returned them all to Discord to be converted to figurines of the Bearers wielding the Rainbow Power, during the first few days after Tirek's defeat before Discord had been put on trial and sentenced. Much of the perverse popularity Discord had had once, that he'd lost when he'd betrayed Equestria, had returned to him, particularly on Topsy-Turvy Day, and so the few lamps that ponies had purchased that they _hadn't_ returned to Stellar Eclipse for a refund or a conversion into a Bearer figurine were now worth quite a lot, since Discord refused to make any more of the lamps. So he was probably going to do well today, but Twilight still felt a little guilty at how little she'd patronized his store in recent years. Twilight didn't buy nearly so many quills ever since she'd become an alicorn, since her own feathers could make do, and she felt rather bad about that, so she went out of her way to buy a couple of fancy lamps from his stand and pay for them to be delivered to the castle. There were only so many sofas you could fit in a castle, but lamps were another story. Not Discord lamps, though; Discord's already huge ego would probably be out of control if he saw that Twilight had bought one of his lamps.

She passed Applejack's stand. "How are you doing with the cherries?" she asked.

Applejack shrugged. "Not too bad, I guess." Apple Bloom was standing in front of the stand with a huge sign covered with hoof-drawn cherries and the words "FRESH CHERRIES TOPSY-TURVY DAY SPECIAL ONE DAY ONLY!" She was bouncing up and down, waving the sign, which was strapped to her left forehoof. "Turns out Granny can make a mean cherry pie. Funny what you find out after so many years." Big Mac pulled up to the stall with a cartload of more hot cherry pies. Twilight assisted by using her telekinesis to unload them so he could head back for another batch more quickly.

"HOT CHERRY PIES!" Apple Bloom shouted, at the volume she used to shout "Cutie Mark Crusaders Something Yay!" "Fresh and delicious, right out of the oven! Get your cherry pies here, one day only!"

"The fresh cherries don't sell as well as fresh apples do, but the cherry pies do real well. The Cherry family, they do a lot more with turnovers and pastries. Not so much the pies."

One of the Cherries, across the way, shouted, "Yeah, but now that we've seen how well they sell, that's gonna change!"

"Sure, but I betcha my Granny's pie will still be better!" Applejack shouted back.

"Sure, but she'll only be making apple pies again so we won't be competing with her!"

"Can't argue against that, I guess."

Twilight bought a small cherry pie, since she hadn't really had breakfast yet. Did four cups of coffee with cream count as breakfast? "It really is good," she told Applejack. "Maybe you guys should buy cherries from the Cherries and have Granny make pies from them more often."

"Naah, we don't do general baking. Just our specialty. Otherwise we'd be in competition with the Cakes and that ain't fair to them."

"They don't make nearly as many pies as they do cakes. And cupcakes. And muffins. But you know what I mean. Not pies."

"Funny, you'd think Pinkie would make more pies than she does, given her name."

"You'd also think her family would be bakers and not rock farmers, but sometimes names are weird."

"True enough."

The Cherries were selling pickles. The Pickle family were selling carrots. The Carrots were selling garden greens. Looking around, Twilight didn't actually see anyone selling apples. "Who's got your apples?"

"Mr. Rich, actually. He's got Diamond and Silver running an apple stall. We thought it would be good for the girls. Give them some real world experience with retail."

"But what if they don't sell?"

Applejack grinned. "Granny got Mr. Rich to buy the apples up front. Whatever the girls don't sell, he's gonna be selling at the bigger Barnyard Bargains, the ones that ain't in Ponyville, after all this Topsy-Turvy nonsense is over. We figure, it's time to take advantage of the trains; we can't get fresh warm pies out there, but sure as beaver teeth we can get fresh apples out there on a daily basis during harvest season. Manehattan's got their own source, of course, there's a reason they call the area it's in Big Apple, but Fillydelphia and Baltimare and especially Canterlot don't get the freshest apples themselves. So he's gonna test it out, see if his stores can move fresh apples from Ponyville, and if it works out we'll be selling him a lot more for his stores."

"Sounds like a great idea." Canterlot had never had a good supply of fresh fruit. Lots and lots of delicious confections made from canned or frozen fruit, but never much in the way of the fresh stuff, except in the very expensive salads that the Princesses and the nobility ate all the time.

Twilight continued to walk up and down the rows of stalls. Caramel was managing a couple of carnival games – one where you had to toss a hoop onto the horn of a giant toy unicorn, without magic, and one where you had to control a toy magical snail with a joystick to escape an obstacle course, and whoever got out of the obstacle course first won the game. Pipsqueak was losing to Button Mash, badly. As Twilight watched, Time Turner, pontificating about science and calculus and angles, successfully landed three hoops in a row on the toy unicorn's horn. He acquired an absurdly large stuffed giraffe and gave it to Muffins, who hugged him and then re-gifted it five minutes later to her daughter Dinky. Turner rolled his eyes. "I meant that for _you_ ," he said crossly. "Now I have to win another one!"

"But Dinky loves giraffes." This did not appear to be entirely accurate; Dinky was well into adolescence and appeared to be mortally embarrassed by the giraffe, though she was respectful enough of her mother's feelings that she was continuing to lug it along with her magic.

At another stall, Thunderlane was selling the artificial wing spell, which Discord had apparently bottled as a pink fizzy soda that was so sugary it tasted sickening to most ponies. This was apparently not an obstacle to Scootaloo, who was gulping it down. Twilight frowned at her. "Scootaloo, why are you buying artificial wings? You have two of your own."

"Thunderlane says that Discord says that this is pure bottled pegasus flight magic, so any pegasus who can't fly for whatever reason will be able to fly if they buy!" She burped. It sounded like Spike did when he was about to burp up an entire book rather than just a scroll. "Yuck. Tastes terrible." She turned to Thunderlane. "How long before it works?"

Thunderlane shrugged. "It should be working right now."

Scootaloo experimentally tried flapping her wings, rose off the ground instantly, and whooped with excitement. "This is _awesome!_ Wait until I show Rainbow Dash! Princess Twilight, where is Rainbow Dash anyway?"

"Cleaning her house. Apparently Fluttershy invited Rainbow's grandmother to Ponyville to try the artificial wings today."

"Whoa, she has to clean her house on Topsy-Turvy Day? Mega uncool."

Sweetie Belle appeared, with the same translucent insectoid wings that Rarity had sported the day Twilight had cast an artificial wing spell on her. "Apple Bloom says she'll be able to join us this afternoon!"

"Awesome! Listen, I just heard Rainbow is stuck cleaning her house because her grandma's coming to visit. Why don't we go help her and show off our flight moves?"

"I don't really have much in the way of flight moves, but sure, I can help you help Rainbow clean," Sweetie said. "It wouldn't be really fair if we went off and had flying adventures without Apple Bloom, so I guess we have time to help Rainbow."

"I think if you're actually going to be _helpful_ , you should focus more on the cleaning and less on the flight moves," Twilight advised Scootaloo. "Rainbow doesn't need a stunt flyer to help her clean, she needs a pony who will listen to directions."

"I can listen! I'm a great listener, when I actually care!"

Twilight had to admit that this was not inaccurate. "Okay, you two, go on then." As they flew off, she turned to Thunderlane. "Did Discord ever get anyone to test this spell, or did he forget?"

"I tested it. It's pretty good. The flight, I mean, the actual spell tastes horrible. There's no weather component so it feels a little weird, because a lot of flight is about grabbing the wind and making it do what you want and there's none of that in these spells, but it feels like he baked in the basics for flight pretty good. I kinda worry about that kid because now she thinks she's a stunt flyer and she really hasn't ever had a _chance_ to practice stunt moves; you can't really call the stuff she does with her scooter flying. But I tried a dead drop and apparently the spell won't let you hit the ground unless you're in landing position; if you fall you just end up floating about two ponies above ground." Pegasi were less likely to use the more common term "head" as a unit of measurement for height, and usually measured vertical distance in pony-heights, shortened to "ponies". "So I guess she'll be okay. That'll be 2 bits, please." This was said to the mare who was eagerly purchasing the wing potion.

"Where's the money going?"

Thunderlane shrugged. "Dunno. I thought it was going to you for the garden upkeep."

"Maybe it's going to the town for the expense of throwing the festival in the first place." Or maybe Discord was keeping it. Fluttershy or Pinkie would probably know.

Twilight wandered a bit more. There were standard carnival rides, and also utterly ridiculous ones, like a Ferris wheel that, after taking enough ponies aboard, would fall off of its moorings and roll all over town, or a pirate ship ride in which, after rocking back and forth some, the ship would fall into an ocean that obviously hadn't been there before and sail away for several minutes before returning. She watched long enough to observe that while the strange rides never did the _exact_ same thing more than once, they did do the same general thing every time. So the Ferris wheel would always fall off and roll around town, but it would take a different route each time. The pirate ship would take a different number of back and forth swings before falling into the ocean and sailing off, and the ocean itself would occupy different parts of Ponyville each time. It was an illusory ocean; ponies who were not on the pirate ship wouldn't even see it, though they would see the pirate ship floating over their heads, while the ponies on the pirate ship would have to look hard over the edge to be able to see the real Ponyville beneath. Discord could apparently satisfy his need for randomness by introducing minor randomness into an otherwise fairly predictable event, as long as the event itself was sufficiently ridiculous.

Several of the prizes for the carnival games contained within them raffle tickets. Twilight had the opportunity to observe a pony pull a raffle ticket out of the large plushie cake that an even larger plushie Celestia was trying to eat. In Discord's voice, it declared cheerily that the owner of the raffle ticket should come to the raffle, held "sometime today", for a chance to win "prizes unimagined by ponykind!" That one, Twilight would have to keep an eye on.

Mayor Mare caught up to her sometime approaching what was probably noon, according to her timepiece, though not according to the sun, which had been insisting on staying at about 10 o'clock for the past few hours. "I think things are going well!" she said, loudly and nervously. "Don't you think things are going well, Princess Twilight?"

"Yes, so far things seem to be going well," Twilight said, making sure to add the caveat because of course if she claimed that things were going well, in general, fate was certain to intervene and make it untrue. "I'm a little concerned about this raffle thing, though, and I haven't been able to find Discord to ask him about it."

"Do you think he's up to something?" the Mayor asked, her eyes wide.

Twilight sighed. "Discord's _always_ up to something. It's not always something bad, but it's always something that's going to cause chaos, one way or another. Have you seen him?"

"Briefly, this morning, but not since."

"Let him know I want to talk to him if you see him before me."

A colt caught up to her a few minutes later. "Princess Twilight! Princess Twilight, I'm looking for Discord. Do you know where he is?"

"No, I haven't," Twilight said. "Is it something I can help you with?"

"No," he said. "I came to Ponyville today to see Discord. I wrote him a letter before Topsy Turvy Day. Do you know if he got it?"

"I'm sure he must have. If I find him, who should I say is looking for him?"

The colt pawed the ground with embarrassment, looking down. "It's not like he's going to recognize it or anything."

"No, but it's important to know the names of the ponies who want to speak with you."

"It's Fry. Uh, Small Fry, but I don't go by that anymore, just Fry."

"I'll let him know if I see him."

She continued her patrol of the festivities. There was Fluttershy, at the petting zoo. Twilight trotted up to her. "Fluttershy! Do you know where Discord is?"

"Um, Vanhoover I think? Oh, please don't be rough with the manticore!" This was said to a foal. "It may be miniaturized, but its sting is still venomous!"

The petting zoo consisted of monstrous Everfree creatures that had all been sized down, ranging between the size of a hamster and the size of a small dog. Twilight saw the Chimera luxuriating as two foals petted all three of her heads, and her back; she'd been turned the size of a house cat. "How did you talk the Chimera into participating in this?" Twilight asked. "I thought she was obsessed with eating ponies."

"Discord had a little chat with her, a couple of years ago, about why it's a bad idea to try to eat ponies," Fluttershy said. "And I have a sea water tank now with tuna, sharks and swordfish."

"Where?"

"In my bathroom. Discord did something to distort the size of it; the fish inside aren't any bigger than goldfish, but when I pull them out, they turn back to their original size within a few minutes. I just have to make sure they're not in the bathroom when they revert or I'll have a terrible time getting them out. Harry just loves getting really big fish, and the saltwater taste is really exotic for him. Well, it turns out the Chimera likes swordfish more than she likes ponies, so I've been feeding her. Stephen Magnet drops by for dinner every so often, too." She smiled conspiratorially up at Twilight. "Did you know he's seeing someone? There's another water serpent down by Dodge City. Stephen's very shy about his romantic life, but I think he might just bring his boyfriend to meet me one of these days for swordfish. I should have Rarity come by, too; Stephen still thinks very highly of her, and he might like advice for what sort of suit a water serpent should get married in."

The idea that a water serpent would want to wear clothes to get married in struck Twilight as utterly ridiculous, but she didn't say so. "I think Discord shouldn't have left the manticore with venom if he's going to be dangerous."

"Oh, Manny wouldn't actually hurt a foal. It's just that I don't want them to hurt _him_ while he's so tiny." The manticore was also the size of a house cat, albeit a slightly larger house cat than the Chimera.

"Do you know when he's expected back from Vanhoover?"

"He never actually gives me a schedule," Fluttershy said. "I was hoping this time it'd be different because the main event is here in Ponyville, but he _still_ has to teleport all over the place to make sure the celebrations are going well in other cities." She sighed. "This isn't my favorite holiday with him, you know. He's so busy. I really like Summer Sun; it's not a holiday he even cares about celebrating, so we usually just go to some exotic beach somewhere to see animals I've never seen before and give him a chance to play in the water."

"What about Hearth's Warming?"

"It's always a lovely time of year, but Hearth's Warming is about spending time with all of your friends, so... not really an appropriate time for a romantic getaway, though it _is_ fun to snuggle in front of a fire. What about you?"

"The humans celebrate Christmas, and it's later than Hearth's Warming – closer to Winter Moon – so it's not a conflict for me. I spend Hearth's Warming with my friends and then go spend Christmas with Sunset. You're right about the snuggling in front of a fire, though." Twilight grinned. "Did you know Other Me is on her third boyfriend?"

"No, really?"

"Really. Amazing what life would have been like for me if I'd been in estrus all the time with no way to turn it off, like humans are stuck with. I honestly don't know how Sunset has managed to deal with it for so long. Half of them have gone off to college so they only really get to get the whole gang back together around Christmas and during the summer, though, so it's kind of like Hearth's Warming here – Sunset and I have to spend most of our time with the friends we have there, although at least they're spending a lot of time with their families, too, which gives us some free time with each other."

"AUNTIE TWILIGHT!"

Twilight turned around to get a faceful of tiny alicorn, as Flurry Heart divebombed her. "Whoa, whoa, _whoa_. Hold up there—Flurry, come on – Flurry, I can't see, stop hugging my _face—"_

A telekinetic field removed the energetic toddler. Cadance, still taller than Twilight, smiled down at her. "Sorry about that. She's just overexcited." She set Flurry down. "Do you want to pet the animals?"

"Yes!"

"Well, ask Aunt Fluttershy which ones are okay to pet."

As Flurry flew directly at Fluttershy like a small white torpedo, Twilight said, "What are you guys even doing down here?"

"Well, the Crystal Faire was last week, so when we heard that you guys were having Topsy-Turvy Day hosted in Ponyville, I decided to take Flurry down here so she can enjoy it. The Crystal Faire's fun, of course, but in the Crystal Empire she's the heir to the throne. Here, she's just another princess and not even one of the top three important ones." Cadance grinned. "And I'm not either. It's wonderful."

"What about Shining?"

Cadance lost the smile. "He's... never really forgiven Discord for that day, you know. He was there, trying to protect the princesses and me."

"Oh, no," Fluttershy said. "I'm so sorry..."

"Fluttershy, you should never apologize on Discord's behalf. _You_ did nothing wrong," Cadance said. "And I've forgiven Discord, but you see, I can tell how much he loves you, and how much he cares about his friends, so it's easy for me to see that he'll never do anything like that again and he feels awful about it. But Shining... well, he can't feel those things, and it's very hard for him to forgive when someone hurts the ones he loves. I'm sure he'll get over it eventually, but for now, it's easy enough to keep him from ever having to see Discord. I don't think either of them really need that stress. Besides, someone's got to hold down the fort at home." She smiled.

"I know, but I miss him," Twilight said. "I guess I should come up to visit more often."

"Yes. Yes, you really should."

"Kitty!"

"Pet him nicely, now," Fluttershy said.

Cadance paled slightly. "Fluttershy, is that a _manticore_ on my daughter's lap?"

Fluttershy beamed at her. "He is! He's one of my best friends. We met when we were fighting Nightmare Moon; she put a thorn in his paw to rile him up and make him angry at everypony so he would attack us, but he's actually really a big softy." She turned to Flurry. "Not so rough with him, sweetie. Manny's used to being very big, but right now he's very little and _you're_ big. That means you have to be careful with him."

"I'm big!" Flurry agreed. "I'm a _princess!_ Princesses are careful!"

"Yes, Flurry, princesses have to be very careful because we're so strong," Cadance said. "You never want to hurt any creature with your strength just because you weren't careful!"

"Uh-uhn!" Flurry shook her head, the negation agreeing with her mother's statement. "I'm careful!"

"That's right. Show Aunt Fluttershy how careful you can be."

Flurry petted the manticore with exaggerated caution. "Sunburst's been working with her a lot on the whole being careful thing," Cadance said softly. Then her eyes widened. "Twilight, is that who I think it is?"

Twilight followed her gaze to a cheerful unicorn Twilight didn't particularly recognize, with a white coat and a pale pink mane and a sunflower cutie mark. Her mouth was smeared with red from the cherry pie she was devouring. "Uh, who do you think it is?"

Cadance looked at Twilight hard. "You don't know."

"Noooo... can't say I do..."

"Oh, well then! That's all right. Could you girls watch Flurry for just a moment?" Before Twilight could say yes or no, her former foalsitter had trotted off, following the white unicorn.

"Auntie Twilight! Story!"

"But I don't have any books with me," Twilight said helplessly.

Flurry glared at her with all of the rage of a thwarted toddler. "STORY!"

"Um, I could tell you a story, if you like?"

Flurry was all smiles again. "Auntie Fluttershy, _you_ tell story."

Twilight started to follow Cadance. Flurry was having none of it. "Auntie Twilight! Listen to Auntie Fluttershy's story! You're _rude!_ "

Twilight sighed. "Oh dear, well, I certainly wouldn't want to be rude," she said. "What story is this?"

"This story is called Goldmane and the Three Bears," Fluttershy said. "Have you heard this story before, Flurry?"

"Nuh-uh." Flurry shook her head emphatically. "I wanna hear story!"

"Once upon a time, there was a little filly who got lost in the Everfree Forest..."

* * *

Cadance trotted up to the white unicorn. "Aunt Sunny! It's been so long since I've seen you! How have you been?"

"Sunny" nearly choked on her pie. "Cadance! How, uh, unexpected! What brings you to Ponyville today?"

"Oh, you know, I've got a little filly now and she loves festivals. Can't get enough of them. Also, a little bug told me I should have a chat with my favorite aunt. Which reminds me, is my other aunt around here somewhere?"

"No, no, Moon Cake's celebrating in Canterlot. But I do Canterlot every year, so I thought I'd try Ponyville this year." She glanced around herself. "Shall we go somewhere quiet and catch up?"

"That sounds great. Twilight and Fluttershy are watching Flurry for me. Have you seen Discord, by any chance?"

Sunny levitated a golden pendant that hung from a thin necklace. Inside the pendant there was a pearl. "What color is my pearl? Can you see?"

"Uh... light pink, maybe? Or very pale purple?"

"Mmm. Well, if it's not dark purple, then Discord isn't anywhere near Ponyville. I couldn't tell you where he actually is, but I can tell you he's not here. Do you need to speak with him too?"

Cadance shook her head. "No." She met the smaller pony's eyes, feeling awkward because she should be looking up into them, but the disguise was perfectly done; she couldn't see any element of the true pony hidden behind the mask of "Aunt Sunny". "This is perfect, then. Because until I talk to you, I really think it'd be best if no one else heard what I need to tell you. Especially Discord."

"I see. The school should be unoccupied at the moment; the foals have the day off. Shall we go swing on the swings?"

"That's... a little foalish, don't you think?"

Sunny smiled. "It's Topsy-Turvy Day. If two grown mares can't swing on a swingset on this day, then I don't know what the world is coming to."

A flash of teleportation, and she was gone. Cadance followed.

* * *

"Get over here, you stupid cloud!" Rainbow Dash growled. The cloud was having none of it.

Discord had said he would create a thunderstorm. Fine. It wasn't like Rainbow could stop him, and it wasn't like she was going to anyway given that it was his holiday. But she'd be darned if she was going to let a _different_ storm ruin the day before Discord decided to ruin the day himself for his own stupid reasons. That cloud was getting busted. No ifs, ands or buts to it.

The only problem was it kept _running away_.

Rainbow scowled. Clouds weren't sentient. Winds could shift without a pegasus controlling them, but for a wind to _keep_ shifting, seemingly at random but coincidentally just happen to move the cloud out of the way every time she dove at it? She wasn't buying it. "Discord! I know it's you, come on out where I can see you!"

As she'd expected, the draconequus appeared, giggling manically. "Why, I can't believe the great _Rainbow Dash_ is having so much trouble with one little cloud! Surely with all your experience as a weathermare, you can do better than _that!_ "

Rainbow glared at him. "Hey! I wouldn't be having any problems with it if _you_ hadn't decided to make it zip all over the place!"

"Oh, I do apologize, but if you didn't want me to make the cloud 'zip all over the place', you shouldn't have made such a hilarious face when you chased it!" he chortled. "You should have seen yourself!"

Her glare intensified... and then melted. "Pfft. Yeah, I guess you got me good!" Rainbow chuckled. "But aren't you supposed to be, like, supervising the celebration or something?"

Discord made a face. "What sort of celebration of chaos would it be if I micromanaged it?"

"Good point!"

"Hey, Rainbow!" Scootaloo shouted. "Watch this!"

The kid performed an extremely wobbly loop-de-loop. For a moment, Rainbow tensed, sure that Scootaloo was going to lose it and fall and that she would have to go to the filly's rescue, but Scoots pulled it out at the last second.

"Relax," Discord murmured. "The spell makes them hover a pony height or two above ground if they fall, and it absorbs the inertia so they don't get hurt."

"Pretty good, kid! But instead of trying to stunt fly, why don't you practice the basics? With a spell helping you with your flight field, maybe you can figure out how to point it right normally!"

Scootaloo shook her head. "Doesn't work; every time I try the spell just does it for me. I'm not gonna have a chance like this again real soon so I am totally doing stunts!"

She flew off, Sweetie Belle following her with large, sparkly insectoid wings like Rarity had had that one time. "Hey, Sweetie! Nice wings! You gonna upstage Scoots like your sister tried to do to me one time?" Rainbow called.

Sweetie just laughed. "That's just Rarity," she said, and flew after her friend.

"Rarity attempted to upstage _you?_ With spell-based wings? Oh, this is a story I haven't heard!" Discord was now floating in front of Rainbow but effortlessly keeping pace with her, backwards, his chin in his paws and his body sprawled out as if he were lying on an invisible surface.

Rainbow shrugged. "Sure, I'll tell you the story. I was gonna be in the Best Young Flyers' competition..."

Funny. She'd _hated_ Discord once. For what he did to her friends, for the fact that he was obviously totally using Fluttershy and not reciprocating their so-called 'friendship', for what he did with Tirek. But in the aftermath of that, he'd won her respect. He'd tried to help them break free, and when Tirek had imprisoned him too, he'd had the opportunity to squeeze out of the cage himself, but he hadn't taken it, focusing on trying to help them. It hadn't worked, but it had been the trying that impressed her. And then he'd taken his medicine, surrendered himself to the judgement of Celestia's court and accepted the sentence. She still hadn't liked him much, but she'd started to respect him then. And then, when Fluttershy had told them all that Discord was no longer her platonic friend and was instead her _special_ friend, Rainbow had confronted him angrily and told him he didn't deserve Fluttershy. He'd agreed.

"I know. I'm not worthy of her. I never will be. She's kindness incarnate, and I... can barely manage to remember to care about most ponies, or most of anyone really. We all know she could do far, far better than me... well, maybe not in terms of looks," and he'd grinned wryly, "but some things can't be offset by a pretty face no matter how attractive. I know that." He'd looked down. "I let them put me in stone because I hurt her. And I'm going to do my best to never hurt her again, but... I'm Chaos. I'm not careful. I'm going to screw it up, somehow. But..." He shrugged helplessly. "She wants me. She knows how terrible I am and she wants me anyway. How am I supposed to say no to her? I love her more than I think I love my own life, Rainbow, and you _know_ how selfish I am. But anything she wants, I can't help myself, I'll move heaven and earth if I have to, just to make sure she gets what she wants. And she wants _me_. I can't say no to that."

Despite herself, Rainbow had been moved. The fact that he'd taken the conversation seriously, that he'd admitted that he wasn't worthy of Fluttershy, that he knew what a screwup he was... she'd never expected anything like that from Discord. And he had a point. When Fluttershy wanted something, the ponies who cared about her made sure she got it, because she was worth too much to them to deny her anything. If Fluttershy meant as much to him as he said she did, and she wanted him for her special somepony, how could he hurt her by saying no?

Since then, she'd... actually kind of missed the big idiot when he was locked up in stone. Adding him to their pranking team had made Rainbow and Pinkie capable of pulling off even more outrageous and hilarious pranks, though they had to ride herd on him to make sure his ideas didn't get out of hand. And sometimes he could be persuaded to make a really cool obstacle course for her to test herself against, or fly against her himself on wingpower only. She usually won, because she was just that awesome, but Discord was surprisingly good for a guy who normally didn't even bother to use his wings. And Fluttershy was happier when she was with him. That was the important thing.

So she told him the story of Rarity trying to upstage her at the Best Young Flyers' competition, and he laughed, and she laughed too because in hindsight it really was a funny story, though it hadn't seemed funny at the time. And then she asked him about the rides he'd set up in Ponyville, and were any of them actually dangerous, and would he be willing to make any of them actually dangerous just for her (the answer to both questions was "not really"), and they were talking just like if they were friends, and she supposed they were, now. Kinda hard to be loyal to your best friend and still hate the one she loved, at least as long as he was treating her well and so far as she could see, he was. Though she had promised to punch him in the face if he ever hurt Fluttershy, and he had promised to let her.


	4. TOPSY TURVY DAY - 4

"Starlight!" Twilight pried herself loose from her remora-like niece and waved at her apprentice. "I thought you were in Vanhoover with Trixie."

"You didn't hear? She's performing here in Ponyville! Discord invited her. Well, technically, Pinkie invited her." Trixie and Discord didn't get along, largely because Discord had been overtly resentful of Starlight for the past few years, and Trixie, who had had very few friends in her life, felt honor-bound to be as annoying as she could possibly be toward anyone who didn't like her best friend. The irony was that Discord didn't seem to dislike Trixie; he seemed to greatly enjoy teasing her. Being disliked by Discord generally meant he ignored you or would be ostentatiously huffy and verbally obnoxious, like the time Fluttershy had tried to introduce him to her friend Tree Hugger and he'd been a jerk the whole time; being _liked_ by Discord, if you weren't in the very small category of ponies that he considered his close friends, meant that he'd torment you gleefully. Sometimes even being in that category didn't save you, as Twilight was painfully aware. So Starlight actually had less difficulty with Discord than Trixie did; Discord mostly ignored Starlight.

"No, I hadn't heard." Twilight made a face. "Pinkie and Discord went out of their way to make sure I didn't learn anything about today ahead of time, and they never gave me any information about Trixie."

"Aunt Starry!" Flurry, who'd been occupied by reading a picture book for all of thirty seconds without Twilight's constant attention, got bored, dropped her book, and flew over to Starlight, landing on her back. "Auntie Twi was reading me a story!"

"You can't read them yourself yet?" Starlight made an exaggerated expression of disbelief. "A smart filly like _you?_ "

"I can read a _little..._ "

"Flurry, please pick up your book. You left it on the ground and it can get dirty now."

"Okay." She flew off of Starlight and went to grab the book with her teeth; her horn worked, but she had so little fine control that Twilight had _strongly_ recommended that she should not use her magic to lift books.

"He seems to be relying a lot more on the community, this time," Starlight said. "I haven't seen anything as spectacular as some of the stunts from previous years, but there's a _lot_ of involvement from the local ponies, more than I think I've seen before."

"This _is_ the smallest place he's had host him for Topsy-Turvy," Twilight pointed out. "Ponyville doesn't have any tall mountains or skyscrapers, and the population is smaller. I think there were more vendors in places like Canterlot, but as a percentage of the population they were of course a lot less. Here in Ponyville it seems like a third of the population are involved in selling something."

"Well, I see we've gotten a lot of tourism, so that's good."

Clouds rolled in. Dark, looming, orange clouds. "That's funny, the weather plan for today was supposed to be clear skies."

"Really? Because Pinkie told Trixie to be ready to start her show when the rain starts."

Twilight sighed. The clouds were orange, not a natural color for clouds if it wasn't anywhere near sunset. "This must be something Discord was planning."

The first droplets started to fall. There was a strong smell of citrus. Twilight levitated Flurry's book – it was technically a library book that Twilight had summoned when Flurry had gotten sick of Fluttershy's stories and had wanted Auntie Twilight to read her a story instead – and then tasted the raindrops. "Huh, lemonade."

"Tastes more orangey to me," Starlight commented.

As the citrus rain began to fall a bit harder, Twilight teleported the book back to the castle. Flurry flitted around laughing, her mouth open to catch the drops. "Lemonade! Orangeade! Lemonade! Orangeade!" she yelled.

Pinkie's voice came over a loudspeaker. "Everypony in Ponyville! We are now having a surprise thunderstorm that is totally surprising because no one would have expected weird weather on Topsy Turvy Day! There are tents and stuff and also hidden umbrellas all over the fairgrounds and if you are really scared of thunder go see Fluttershy in the petting zoo pavilion and she can tell you what to do! Or come ask me! But it's a secret so I can't say it on the loudspeaker!"

This was punctuated by a crack of thunder, and a subsequent mini-stampede toward the petting zoo. "I'm going to Trixie's performance," Starlight said. "I think this is her cue to start. Would you like to come?"

"Is it about how awesome and powerful she is?" Twilight said, trying to keep the sour note out of her voice and not quite succeeding.

"Oh, no, no. I mean, she still does the Great and Powerful Trixie thing, but now she tells stories about one of her ancestors, who supposedly lived during the Age of Monsters between the Discordian Era and the rise of Nightmare Moon. I'm pretty sure all of the stories are fictional, because I don't see how anyone would actually keep a family oral tradition for more than a thousand years, but at least it saves her the embarrassment of being challenged on any of her, uh, more fanciful statements." Starlight grinned. "Apparently Tricia Lunamoon was an elite combat mage who was the right-hand mare to Princess Luna, fought numerous starbeasts—"

"Starbeasts? Ursas, you mean?"

"Oh, no, in those days there were star crabs and star scorpions and star goats and star lions and all kinds of constellations, but they all went extinct because of the hard work of Princess Luna and her Night Guard, which of course Trixie's ancestor was the captain of. Until she got promoted to be an independent itinerant agent because she was too skilled to tie her down to a military structure." Starlight grinned as Twilight snorted. "It's actually a really good show, and considering what _you've_ done in your life it's not even as implausible as it sounds. I mean, a combat mage who was personally trained by one of the Princesses and is sent out by that princess on missions to defeat monsters by herself?"

"Hey, I go with my friends, not by myself. Also, Princess Celestia didn't really train me in combat much."

"Right, but you're not living in a halfway lawless land chock full of monsters, either."

"It still sounds kind of silly."

"It's just like Daring Do, but with unicorns and a thousand years ago."

Twilight was not going to point out that one of the things she'd always loved about Daring Do was the incredible dedication to accuracy and the degree to which the actual science of archaeology played a part in the books... or that A. K. Yearling was, in fact, mostly writing actual autobiographical adventures, with only a little bit of punching up for greater drama. Trixie's grandiose self-insert fantasies were unlikely to have any historical accuracy whatsoever. On the other hand, it was raining fairly hard, and Flurry would probably enjoy it, and Cadance hadn't reappeared. "Sure, it sounds like Flurry would like it. Let me gather her up." She caught the zooming filly with her magic. "Flurry! Do you want to go see an exciting show about a unicorn mare using magic to fight monsters?"

"Uh-huh!"

"Let's go with Starlight, then!"

* * *

The playground was abandoned. There was no school today, and foals had access to much more exciting rides than seesaws, swings and slides not much taller than an adult stallion.

Cadance and her Aunt Sunny sat on the swings. Cadance was just using hers as a place to sit, but Sunny was actually swinging. "Swings? Don't you think this is a little foalish, Auntie?"

Sunny smiled. "If we can't be foalish and swing on the swings on Topsy Turvy Day, then I don't know what the world is coming to. Besides, this is relaxing."

"It's a little dull for my tastes."

"You haven't had enough adventures yet. Once you have, you'll recognize the enjoyment in simple, foalish pleasures. Though to be fair your other aunt isn't much for swingsets either, so maybe it's a pegasus thing."

"Surely you've gotten used to flight by now?"

Sunny laughed. "Careful, Cadance. Do I look like a pegasus?"

"Nopony's around to hear us..."

"You never know where you might find unexpected listeners." She stopped the swing and slid off. "So. You have some news from our friend the friendly love bug?"

Cadance nodded, getting off the swing herself. "He says he can still hear his mother, when she has orders for all of his siblings, even though he doesn't listen to her anymore."

"Interesting. How often does he hear her?"

"Not often. Most orders are fairly targeted; it's not often she calls the whole family, and now that he's a black sheep, she might even be trying to keep him from listening in. So this was notable to him."

"And he thought the information would be notable to us as well?"

Cadance drew a deep breath. "He says that the word is, she wants as much information as possible on Discord. Especially, what are his capabilities when he's in stone."

Sunny raised her eyebrows. "That's a very strange thing to ask. I'm not sure I like what it implies."

"I'm pretty sure I _don't_ like it; that's why I wanted to tell you."

Sunny tilted her head slightly. "Are you familiar with Kevin?"

"It's... not a name I'm familiar with.

"Your little sister sends me letters sometimes, still. Kevin lives here in Ponyville. He's one of our friend's younger brothers, a close friend of a donkey named Matilda."

Cadance blinked. "Wait. So... there's been a ch—a relative of our friend in _Ponyville_? Did he move here because of what his brother discovered about friendship?"

"Apparently it was a completely independent discovery. He ended up injured at the bottom of the Canterhorn, near the train tracks, so he jumped the train and ended up in Ponyville. Matilda found him and took care of him."

"Kevin doesn't sound like a family name."

"It's a donkey name. My understanding is he didn't have one, previously."

"Ah." Cadance nodded. "Names are for royalty, for those folks."

Sunny's eyes widened. "Our friend is royal? He certainly doesn't look it."

"He challenged his mother once too many times, and she stripped him of his authority, but he's technically a Prince. Well, actually, from what he says, a Princess – he could, in theory, become a Queen someday, but he identifies as male and cha – his family just don't care so much about biology. They don't have a lot of personal identity, so they honor what they do have."

"Cadance? I'm sorry to say, I don't think you'd make a very good spy."

Cadance laughed. "Probably not."

"If our friend is royal... that explains some things. My understanding had always been that the children can't disobey the mother, and so our friend's rebellion surprised me, but perhaps the royals are different. What concerns me is that Kevin is certainly not royal, and he's the only member of the family in Ponyville. Twilight has spells in place to alert her if any others are in town."

"He's living in the place where Discord is imprisoned, most of the time," Cadance said, nodding as the implications sank in. "He'd be in the best position to gather information for his mother. But would he do that, if he has friends here?"

Sunny shrugged. "As I said, my understanding was that the children _can't_ disobey, friends or no. They can choose which queen to follow, but they can't disobey the one they do... and our good friend's mother is the only queen around, so far as I know." She sighed. "Perhaps we should have a conversation with Kevin, and see if he has in fact collected any information on Discord."

"A friendly conversation, right? I wouldn't want to do anything to upset him if he has ponies for friends. Or donkeys, in this case."

"He may well have ponies for friends. Ponies tend to be very friendly to the friends of their friends, and Matilda is well-beloved in Ponyville. And of course, our conversation will be friendly. Kevin cannot help being loyal to his mother, even though she no doubt disapproves of his lifestyle."

"Maybe I could buy him a drink... in a manner of speaking." Cadance grinned wickedly. "Whether they're friendly or not, love bugs love the taste of love magic... and at a certain point, if they get enough of it, it starts to act on them like hard cider on ponies."

"I won't ask how you know that."

"I'll tell you anyway. I made several escape attempts, when I was their guest. That one might have worked, except that queens can hold their liquor really well."

"Does it harm them?"

"Most recently our mutual friend, Shining and I were having a few drinks one evening, and I offered my services as bartender. I confirmed that there's no harm done. They don't even get hangovers in the morning, the luckies."

"Mm. Well, Kevin might have less of a tolerance than a royal sibling, so do keep that in mind. But my plan for getting Kevin to converse with us will work better if he's relaxed and happy, so your talents might help quite a bit."

Some distance away, the orange clouds that had been gathering over the fairgrounds grew darker, solidifying into a thunderhead. There was a jagged gash of light and the boom of thunder.

"I wonder what flavor the rain is this time," Cadance said.

"Shall we go find out?"

"Sure."

* * *

In the underground ballroom, Fluttershy waved enthusiastically to Timothy, a rat friend of hers who was now pony-sized, bipedal, and wearing a tuxedo, as he carried a tray of drinks past in his paws. "Oh, Timothy! How are you enjoying the festival?"

Timothy conveyed that it was absolutely wonderful, how much stuff ponies left behind on their plates when they were done eating. Right now he was actually stuffed, but after serving a few more ponies he was hoping to have room to scarf down some abandoned desserts.

"I'm so glad. Everypony tells me you and your friends are doing a great job. Could I possibly have a ginger ale? When you're done, of course, don't go out of your way."

Timothy agreed that the next thing he'd do would be to bring Fluttershy a ginger ale, and scurried off with the drink tray, which somehow did not spill. Magic had to be involved, Fluttershy assumed.

"And how is my favorite pony?"

Fluttershy shrieked at the sudden voice and the feeling of breath on her ear, but not out of fear. She turned her jump of startlement into a pivot, and flung herself at the draconequus behind her. "Discord! You're back!"

"This is technically my front that you've attached yourself to," Discord pointed out.

Fluttershy giggled. "Oh, you!" His arms went around her, supporting her, and she curled up, enjoying the familiar-but-all-too-rare feel of his size and power sheltering her. She had always had a bit of a thing for big guys – a childhood crush on Big Mac, a bit of flirtation with Bulk Biceps, and a friendship with a bear that was rather more intense than with most of her other pets. Not that she'd had any inappropriate feelings for Harry Bearington, just that she'd really appreciated how safe he made her feel. Discord was technically taller than Harry, bigger than any of the ponies she'd ever crushed on, and more powerful than any other one entity in the world aside from the Tree of Harmony. When she was with him, the feelings of anxiety that plagued her almost all the time melted away; she was sometimes anxious _for_ him, or for her friends when he was badly behaved, but she rarely worried for herself when she was with him.

There had been only one exception to that, since they'd become friends, and she'd forgiven him for that a long time ago, though she wasn't sure he'd ever entirely forgiven himself.

"Enjoying the festival?"

"I had a lot of fun running the petting zoo," Fluttershy admitted, "but the rainstorm... well, I knew it was going to happen, but it was still very startling and a little scary. Some of the animals got upset, and a lot of foals started crying when the thunder and lightning came – you know most unicorn and earth pony foals are never caught outside in that, because their parents have them safely indoors before the scheduled weather starts. We didn't really have a problem with pegasus foals, obviously."

"Not obviously, considering who I'm talking to..."

"Oh, well, yes, but I seem to recall a certain draconequus saying that I was a very weird pegasus and that he loved me for it?"

"Who is he? Another draconequus muscling in on _my_ mare? I'll beat him up!" Discord put up his fists in the most unconvincing display of masculine aggression Fluttershy had ever seen.

"A fellow named Discord. He's very handsome."

"Oh, yes, I've heard of him. Very powerful and sexy." Discord drooped his head in fake despair. "I'd never stand a chance."

Fluttershy kissed the top of his head. "You are very silly."

"And you love me for it."

"Yes." She giggled as he moved in to nuzzle her, and his beard tickled her neck.

"My lady," he half-murmured, half-growled against her face, "may I have the pleasure of this dance?"

"Of course."

There were a few scattered ponies on the dance floor, but the fact that nopony had expected to end up in a ballroom underground just because they'd tried to take shelter from the rain meant that only the most gregarious and forward ponies had taken the plunge. Discord set Fluttershy in midair, removing his paws from her but holding her in place with his magic, and took her forehooves in his paws, then spun onto the dance floor, swinging her. Fluttershy flapped her wings against the centrifugal force, so she wasn't flung into a horizontal position, and Discord's control of the laws of physics worked with her to make it easier.

Normally Fluttershy hated to dance in public, unless it was part of a heartsong or a group dance or something like that, where she'd stand out more for not dancing than she would for joining in. But she'd stopped being embarrassed at dancing publicly with Discord some time ago, for the simple reason that no matter who Discord danced with, short of Princess Celestia or Luna, nopony would pay attention to _them_. Discord couldn't sing and while he knew how to play many musical instruments, the sounds he liked to produce with them could hardly be called music. But his dancing skills were sublime. The mismatched body that could seem awkward and strange when he stood still or when he walked was pure poetry when he moved.

In his arms, Fluttershy wasn't a pony, who could be embarrassed that everypony was seeing her and judging her dancing skills. She was a counterweight, a prop to showcase Discord's artistry with his own body, a thing for him to spin and twirl as he coiled and flexed and whirled in the air, and that was exactly how she wanted it. Ponies were staring, but not at her, and because it wasn't at her she could see the awe and amazement in their eyes, without perceiving judgement that wasn't really there. She liked it when ponies appreciated Discord's magic, but what she loved more than anything was when they appreciated him for his other gifts, when they saw, even for only a short while, the beauty in him that she saw all the time... especially because Discord himself loved having an appreciative audience, and much as he loved to use his magic, she was sure he liked it when ponies saw _him_ as an amazing spectacle to watch enraptured, not just the effects he produced with his magic.

* * *

Apple Bloom paced nervously around the temporary wings booth. Scootaloo and Sweetie Belle had gone up into the air a long while ago, while she'd had to help her sister and brother sell cherries, but Applejack had released her to go hang out with her friends. The obvious thing to do was go get some temporary wings and fly up to join them. The only problem was, Apple Bloom was very, very anxious about the thought of flying.

When she'd been just a bit younger, when she and the others had gone crusading all the time, she'd been fearless. She'd have put on temporary wings in a moment if she'd thought they would help her get a cutie mark. But now that she had her mark and knew what she had to do with her life... now that the desperation was gone... there was fear. So many of the stunts she and the other two had pulled could have gotten them killed, and it haunted her sometimes to remember all the times she and her friends _might_ have died.

She hated this. Applejack said it meant she was growing up and getting mature, but as far as she was concerned it meant she was turning into a huge scaredy baby. And yet, she couldn't nerve herself up to actually get into the line to rent wings. Well, she had, twice now, and both times she'd lost her nerve and stepped out of the line, letting the ponies behind her go ahead, because of the fear.

As she paced around, Pinkie Pie bounded up to her. "Apple Bloom! Are you gonna rent some wings? Are you are you are you? Because I saw Scootaloo and Sweetie Belle in the sky and they went thataway—" she pointed – "so if you hurry up and rent some wings you should totally be able to catch up!"

"I don't know, Pinkie," Apple Bloom said. "Wings are such a pegasus thing, you know? Like, I can see why a unicorn would wanna do it, but... I really don't feel comfortable anymore if my hooves aren't on the ground. Having wings just feels wrong. Ish."

"But you used to build all kinds of contraptions for you and your friends to try to get cutie marks with!"

"That's different. That's not wings. A machine that you make with your own hooves... you know, it's not like I don't trust Discord, but these are magic wings, and it just don't feel right to be wearing magic wings. You know?"

"I don't really! I'd totally have wings if I could! I came over here to rent some myself even though I don't _really_ have to because I could ask Discord but that wouldn't be fair because other ponies do have to pay for them so I should too! But I think you're spending too much time with Applejack and you should talk to your big brother more! He likes wings!"

"Yeah, Big Mac's been playing an alicorn in Ogres and Oubliettes for his latest campaign, ever since Discord told him last Nightmare Night that alicorn princes are actually a thing."

"Woo! He leveled up?"

"Shining Armor came here for Hearth's Warming and he always used to GM for Spike and Twilight, I mean, Princess Twilight, so Spike talked him into starting a new campaign and now Mac takes the train to the Crystal Empire every two weeks to go play with him because Spike is in the dragon lands. Which is wild if you think about it. Princess Twilight's a princess but she doesn't rule a country or anything like that, but Shining Armor's actually the kind of prince who actually runs a country and there's my brother playing O&O with him. They've still got the campaign Spike runs and he's still Sir McBiggun there, but they haven't had a chance to play since Spike left."

"Maybe I should go with him sometime! The game sounds fun!"

"Naah, I wanted to go but he says it's a guys' night thing. They got a couple of guys in the Crystal Empire playing, too. I think Sunburst plays with them, and some guard who's a friend of Princess Twilight even though he's in the Crystal Empire."

"That's nice! Big Mac works too hard! He should have some fun things to do! But listen, if you want to go flying with your friends and you don't want to use wings... have you ever heard of a gyrocopter?"

"I read about it one time... it's like a thing that flies because it's got kind of like a fan on top, right?"

"Right, and you pedal it with your hooves! It's great for earth ponies! Well, it's great for me, and I'm an earth pony, and one time I got Maud to fly in it and she liked it, up until the point where she broke it from pedaling too hard, but Maud's _really_ really really really strong so I don't think most earth ponies would break it. Maybe Big Mac, but not you! You could totally do it."

Apple Bloom grinned. "Do you have one? Cause it sounds like fun. I'd like to try it out."

"Yepperoonis! I totally do!"

As she bounced out from under the tent where the wings were being leased out, Pinkie opened her mouth wide to catch as much of the citrusy-sweet rain as she could. Apple Bloom was not the biggest fan of citrus, so all she did was to open her umbrella. She hadn't had an umbrella when she got here, but the fact that there were random umbrellas all over the place had led her to think one might be a good idea, so she'd taken one.

* * *

Trixie's show was actually decent, Twilight had to admit, grudgingly, as she trotted out of the stage tent and back into the citrus rain. Flurry Heart had certainly enjoyed it, and was whirling around in the air pretending to zap monsters. Her horn didn't actually work for anything more than basic telekinesis, since they'd cast Fledging's Forbearance on her, but she was very energetic about pretending.

There was going to be a second show, and in honor of it being Topsy-Turvy Day, Starlight had assured Twilight that it would be completely different, but she really did have to walk around the fair and make sure everything was going well. Besides, Flurry kept demanding funnel cake.

As they walked down a street filled with gaming booths, Twilight saw Zecora, standing in front of a booth Caramel was running. "I'll try one more time," Zecora said grimly. "One way or another, that prize _will_ be mine."

"No problem!" Caramel said. "Try as many times as you like! As long as you've got bits, we've got chances for you to win!"

Twilight stopped to watch, although the small princess riding on her back objected. "Auntie! You said we would get funnel cake!"

"We will. I just want to watch my friend win her prize."

Although it did not seem to be happening. The game Zecora was playing involved stepping on pedals when a light shone. There were two lights, and two pedals for two forehooves, and the lights would come on as the left, the right, or both at the same time, and you had to stomp on the correct pedals, and at the exact right time. Zecora didn't seem to have any trouble hitting the right pedals, but she was consistently just a second too slow.

This made Twilight a trifle suspicious. The games needed to be fair, and this looked like it could possibly be rigged. She trotted off to the funnel cake line, but this time, allowed the Ponyville citizens who wanted to show respect to their princess to shove her to the front of the line, because Flurry was restless and Twilight really wanted to inspect that game before Zecora lost any more money.

She returned to the game, sat Flurry down at a nearby table with her funnel cake, and watched. There were no magical issues with the game – it didn't even use magic. The lights were running on electricity. Finally she trotted up to the booth. "Zecora! How are you doing?"

"Princess Twilight! I'm doing quite well, but I fear that this game might be under a spell." She glared at it.

"Which prize are you trying to win?"

Zecora pointed at a large stuffed hippopotamus wearing Zebrican-style jewelry. "That one, will be mine when I'm done. Though far from my birthplace I've chosen to roam, I do indeed love things that remind me of home." She smiled wryly. "Of course, her jewelry is all wrong, but once she is mine that won't be true for long."

"The game's fair," Caramel protested. "There's no magic rigging it, and several ponies have won prizes already."

"Perhaps I am simply too old," Zecora mourned. "Though that's hardly a thing I would like to be told."

"Not every pony's good at games like this. Or zebra, I guess. But if you keep practicing—"

"How many bits have you spent so far?"

"Too many. Thirty at least. I didn't count every penny."

Pennies were a unit of currency from Albion, not used in Equestria, but Twilight didn't point that out; she knew Zecora was stretching for the rhyme. "Caramel, thirty bits is way more than that stuffed hippo is worth. Can't you just give it to her?"

"That wouldn't be fair. Other ponies play for the prize."

"Whatcha doin', Twilight and Zecora?" Pinkie caroled behind them.

Pinkie was in the air, hovering with a pair of translucent, magical pegasus wings that were polka-dotted, plainly rented from the booth. Twilight was really not surprised.

"Attempting to win a stuffed hippo plush. It's proven quite hard, but I'm not in a rush."

"Zecora, you could have bought three hippos this size for this kind of money," Twilight said.

"But I so rarely see goods sold by a pony that attempt the style of my home... even if it's phony. I've seen hippos that are sold as toys, but none dressed as Taifarasi – this one gives me joy. As soon as this booth appeared to my eyes, I saw it and said, I _will_ have that prize."

"You want me to win it for you?" Pinkie asked.

"No, it's a matter of honor. This is difficult, but I will endure."

She played another round of the game, and lost again. Pinkie said, "Your reaction time is off! You're just a tiny fraction too slow!"

Zecora slumped her head. "I know. I grow old. How can I stop being slow?"

"Let me tell you when to step!"

"I do not see how that will help... but I'll try anything that will let me do well." She was obviously stressed enough that her rhymes were getting strained.

To Twilight's non-surprise after all these years, Pinkie yelled out "left", "right", or "both" a split second _before_ the light came on, and she was always right. In a few minutes, Zecora had a giant hippo plushie strapped to her back, along with a large umbrella covering it, and a huge smile on her face. "Thank you Pinkie! I'd planned to persist, so I might have lost much if you couldn't assist."

Twilight said to Caramel, "Recalibrate that game to make it a little bit easier. Today's supposed to be fun." She turned to Pinkie. "Hi! Does this mean Discord's back in Ponyville?"

"Uh-huh! I think he's in the underground ballroom dancing with Fluttershy!"

"There's a foal looking for him, named Small Fry. I don't remember that one's letter, but he said he sent one and he wants to talk to Discord."

"I remember that letter! But I didn't read it because it's rude to read somepony's mail! Do you want me to go get it?"

"Uh, sure, I guess? Maybe we could give Discord a head's up as to what the colt wants."

"I want a giraffe!" Flurry announced, having finished her funnel cake. "Auntie Twi, I want a giraffe!"

"Oh, you don't want Twilight to win you a giraffe, you want _me!_ Auntie Pinkie, party pony par excellence and also awesome at games like this!" Pinkie rubbed her hooves together and then dropped a bit on Caramel's booth counter. "Let's get _dangerous_."

"Princess Twilight?"

Twilight turned. One of Ponyville's newer residents, a young stallion named Baker Street who worked with Pinkie, mostly doing deliveries for the Cakes, was standing there. "Yes?"

"Um, I'm running one of the gaming booths and... uh..."

"You're having a problem? What's up?"

Behind her, Flurry crowed ecstatically as she was awarded a giraffe. "Now the leopard! Auntie Pinkie, I want the leopard!"

"Well, only because you're a princess," Pinkie said.

"There's a pony who's won every single round of the game I'm running, and she won't stop playing. I'm running low on prizes."

"Well, tell her there's a limit and it's not her turn anymore."

"I... really don't wanna do that. I think it should come from you."

"Pinkie, I'm going with Baker here to check out what's going on with his game, can you watch Flurry for a few minutes?"

"Sure!"

"What kind of game?" Twilight asked as they trotted toward the booth.

"You throw a ball into a hoop."

Twilight's eyes widened. Most ponies were not good at throwing anything. It was a talent far more common in the species that had thumbs, especially centaurs and minotaurs (and Discord, who was great at it even without using his powers.) Griffins were pretty good at it too, and Spike wasn't bad, but aside from the rare few natural athletes who excelled at cloudball (or the landbound version, baseball), or hoops, ponies just didn't have a lot of talent for throwing things with their hooves. Most throwing games were played by unicorns, but all of the booths had a no magic rule to make it fair. "Is it calibrated for easy wins?"

"It was calibrated normally until she won three times, then I put it into a harder mode. Now it's in hardest mode, with the hoop as small and far away as the booth lets me, and she still keeps winning."

As they approached the booth, Twilight saw a small crowd watching a purple earth pony who was standing in front of a mountain of toys, hanging baskets of flowers, jewelry, and odd knick-knacks. She was small enough to almost look like a filly from a distance. As Twilight got closer she could see the pony was a mare, just a short one. Then she saw the mare rear up, take up a ball in her hoof, and bend her foreleg in a way that Twilight had never even seen Pinkie manage, as she hurled the ball expertly overhoof into the hoop.

She looked at the booth manager as they approached. "The pattern is a continuous function... of the buttered bagel in... the house."

Twilight hadn't recognized her at first. Her eyes were focused and intent, far more lucid than she'd ever seen them before, but as soon as she spoke, Twilight looked to the side to check her cutie mark, and nodded slightly. This was Screwball. Twilight had met her once before, during Discord's trial; she was an insane pony who believed Discord was her father – at least, it sounded like maybe that was what she believed, because it was almost impossible to understand her. Screwball suffered from severe Wernicker's aphasia, where the things she said made grammatical sense but the words were nonsensical. She had strange abilities that made Pinkie look positively normal, but she wasn't using magic here. Well, no magic Twilight could detect.

"Screwball!" Twilight said. "I should have guessed you were the big winner. I don't know anypony else who can throw a ball like you." The mare's cutie mark didn't actually signify her insanity, but her incredible skill at baseball. Or cloudball. Which she could play, despite being an earth pony. One of her bizarre talents was the ability to levitate using the propeller beanie on her head. "But don't you think you should let some of the less talented ponies play? Everypony knows you're the best; you don't have to prove yourself."

Screwball hugged her latest prize, a stuffed bat. "Finders boxers," she said.

"I think she means 'Finders keepers'," Pinkie said, having flown up behind Twilight with Flurry.

"Pinkie, do you think you could go get Discord and maybe he could translate?" Twilight said, not quite under her breath.

"Um, I think maybe this pony could help!"

Twilight looked where Pinkie was pointing. There was Cadance, trotting up with the pony she'd walked off to speak to, earlier. "Cadance, you mean?"

"Nooo..."

The white unicorn with the pink mane came over. "Hello, Screwball."

"Mommy!" Flurry said excitedly, flying at her mother, and then, "Auntie Tia!"

"No, Flurry, that's not Auntie Celestia," Twilight said patiently.

"Huh?" Flurry screwed up her face. "But she's a princess!"

"No, to be a princess, usually you have to have wings and a horn."

Flurry pointed a hoof at Screwball. "But she's a princess."

"I don't think Screwball—"

"That was a different story," Screwball said. "Snake wanted a breakfast, so I did. Was a movie, a long time away. I forgot the arrangements."

"Yes, you did," the white unicorn said. "Screwball, I see you've won a lot of prizes."

"My cutie mark is inevitable."

"It certainly is. What do you think would happen if you tossed all the prizes into the air all over the fair and let anypony catch them who can?"

Screwball smiled, her eyes unfocusing slightly and starting to swirl. "Chaos!"

"And you'd like that, wouldn't you?"

"Daddy? Where is the harbor?"

"He's supervising this event, I'm sure. Perhaps if you gave away all the prizes in a chaotic way he might even notice and come to see you."

Screwball grinned an unsettlingly huge grin. "Chaos is it."

"Go to it, then. Enjoy yourself!"

Impossibly – or, perhaps, only semi-impossibly, because Twilight couldn't rule out Pinkie being able to do the same thing – Screwball picked up the entire disorganized mound of prizes in her forehooves, and trotted off on two legs. "Yay! Pancakes for everyone!" she shouted, lifting her prize mound so rapidly that some of the prizes on top were flung into the air, then dropping it and repeating the motion a short distance away.

"What. Just. Happened." Twilight stared at Cadance and the white unicorn.

"Um. I'm... gonna defer to Aunt Sunny on that one," Cadance said. "Because I have no idea."

Ponyville's resident changeling, Kevin, had been patiently waiting in line behind Screwball. He put down a bit and stepped up to the booth. Baker handed him a ball. "Go for it, little buddy," Baker said.

"But she _was_ a princess," Flurry said. "Everypony is a princess! Except Auntie Pinkie!"

"What a remarkable talent you have, Flurry!" Aunt Sunny said, scooping Flurry off her mother's back with her magic. "You're absolutely right, but it's a secret." She put her hoof to her lips. "We don't want anypony to know."

"Uh-huh! I keep secrets!"

Twilight smiled indulgently. She still didn't know who Aunt Sunny was, but clearly the pony was good with foals, pretending to be a secret princess in order to make Flurry feel better.

"Wow! You're good!" Cadance said appreciatively to Kevin. Twilight was pleased – the first time Cadance had run into Kevin, on one of her visits to Ponyville, she had started shaking, and then had powered up her horn, and Twilight had to drag her off and explain that Kevin was harmless. He had lost contact with his hivemates after Cadance and Shining Armor had blasted them all off Canterlot Mountain, and Matilda had found him wandering around and taken care of him. He fed well just living with Matilda and her husband, apparently able to get all the love he needed just from what spilled over from their relationship, so he wasn't dangerous. It had taken time, and the influence of Thorax, the changeling defector that Spike had befriended in the Crystal Empire, to convince Cadance that she didn't have to panic every time she saw a changeling, but now she seemed quite comfortable.

Kevin was doing the same thing to his foreleg that Screwball had been doing to hers, except for him it made sense because he was a shapeshifter. Apparently, a foreleg in that configuration was how an equine could throw a ball so amazingly well. Kevin won three games in a row and then donated his prizes to Flurry, who hugged him appreciatively. A tiny, clinical part of Twilight's mind wondered if Kevin had done that because foals gave their love so freely, and could decide they loved a pony solely because that pony gave them presents. The rest of her thought that as the Princess of Friendship, that was probably unworthy of her and she shouldn't be impugning Kevin's motives like that.

"That was amazing," Cadance said to Kevin, being surprisingly friendly. Twilight understood how having Thorax living in her palace could have helped her relax around changelings, but this seemed such a reversal from where she'd once been, it was almost a shock. "How did you learn to throw so well?"

Kevin shrugged. "Pony did it," he said. "We copy pony."

That was the other reason Kevin seemed fairly harmless – it was pretty apparent he'd suffered brain damage. He was more understandable than Screwball, but his speech and vocabulary were very basic.

"Well, that particular pony has a cutie mark in throwing balls, but you don't, so I'm very impressed. Can I get you a drink?"

"We don't drink..."

Cadance smiled, and lit her horn in a quick pulse. Kevin's eyes lit up, literally. "I mean this sort of drink. My aunt and I are really curious about changelings. We hardly ever get to talk to one!"

"Well, there's Tho—" Twilight started to say, before finding that a spell had been cast on her and no sound was coming out of her mouth. She turned. Cadance's Aunt Sunny was smiling at her, with an expression Twilight had seen a thousand times, and the fact that that unicorn had just been able to cast a silence spell on her, one she couldn't instantly break, plus the familiar expression, made it finally click in her head.

"Oh my gosh, you're—"

The silence came back, and Twilight's mouth moved noiselessly. "Sunny" smiled more widely. "Twilight, I'm sure somepony must have advised you about loose lips."

"They sink ships," Flurry said importantly.

"Yes, they certainly do."

Pinkie glanced back and forth between Twilight and "Aunt Sunny." "Wait, Twilight, you really didn't know? That this pony is mmmph mmmph?" There was suddenly a zipper on Pinkie's mouth.

Kevin was accepting Cadance's invitation, looking a little dazed, but very eager. "Aunt Sunny!" Cadance called. "Let's take Kevin out to celebrate his skill at winning this game!"

"Why?" Twilight whispered. "What's going on?"

"I'll tell you both as soon as I know," "Aunt Sunny" said. "Cadance and I have a little research to do. Flurry, can you stay with Auntie Twilight for a little bit longer?"

"Uh-huh! I want cotton candy!"

"Pinkie, are the clouds made of cotton candy?"

"Sour cotton candy in citrus flavors. He wanted to do coffee flavor marshmallows but I talked him into doing the cotton candy again but then he wanted to make them grass flavor and I said ick, go with the citrus theme and make them orangey and lemony and limey! But some of them are grapefruity so watch out because grapefruits are disgusting."

"I like them," Twilight said. "Flurry, do you think you could fly up and eat some of that cloud?"

"Uh-huh!" Flurry set off out of the tent and up into the rain, overlarge wings beating rapidly. "Whee!"

Twilight followed, just to be sure. The toddler alicorn with the huge wings was possibly a better flyer than Twilight herself, having been born with wings and never having lost her infant flight surge, but she was still a baby, and needed supervision. If for no other reason than to keep herself from gorging on sour cotton candy until she threw up.

* * *

The changeling smiled a big, dopey, drunken grin, leaning up against Cadance. "'Ss nice..." he slurred. "You're nice."

"Why, thank you," Cadance said. "That's very sweet of you."

Sunny sipped at a peach nectar that was never, ever going to get her drunk, despite its high alcohol content. "I was wondering something, Kevin," she said. "And I wonder if you wonder too. Here we are, on Topsy Turvy Day, in the town where Discord lives. Did you ever wonder about him?" She hiccuped artfully. "Because, here's this, fellow, not a pony but a fellow, who's sooo powerful. But he spends most of his time as a stone statue. What do you think of that?"

Kevin plainly struggled to articulate his thoughts on that. "Must be... lonely..." he mumbled. "No hive... no friends... just stone."

"Oh, but he's got friends. The Princess is his friend. And he has other friends. So do you really think he's lonely?"

"Princess Twilight says."

Sunny's eyes widened. "Really! You asked Princess Twilight about Discord?"

He nodded. "Twilight Time. Were... a foal."

Cadance said, with a slightly dangerous note to her voice, "I hope nothing bad happened to that foal."

"Nuh-uh. Out sick. We checked. Why... we picked him. 'Cause out sick. So Princess Twilight wouldn't know it was us."

"That was a good idea!" Sunny said, and giggled. She took another swig of the peach nectar that wasn't actually getting her drunk. "So what did she say?"

"Says he's... stuck. He can hear... and, and feel some magic things, sometimes. But he can't see, and he can't do magic. Unless his friends. They have to let him out. Or he stays stuck in stone." Kevin burped, a feeling of fleeting affection passing from his lips in a green mist. "We said, what if Fluttershy lets him out? She's his love. We can tell."

"Did you tell Twilight you can tell?"

"Didn't have to. Everypony knows. Twilight said, Fluttershy wouldn't, and also, can't. Takes all six. So he's stuck. If anything happens to his friends." Kevin started to shake a little. His wings buzzed. "Like, like not having a hive. Or friends. No queen. No hivemates. No friends. It's _awful._ "

"Don't cry," Cadance said, gathering the changeling in for a hug. His frantically buzzing wings slowed, subsided and relaxed finally. "It's all right. You have friends now, right? And Discord has friends even when he's in stone. They won't leave him stuck. And neither will your friends."

"Matilda and Cranky. Love us. Friend-love," Kevin said. "Never hungry anymore. So much friend-love." He sighed. "We're dumb now. We don't, we can't, no hive anymore. Too dumb. Queen hardly ever sings."

"I'm so sorry, Kevin. But you have friends now, right? And that feels good?"

"Uh-huh," Kevin said. "We're dumb but we remember. You threw us. We squished our head. But it's okay. We have friends now. Feels better than hive. Never hungry. And feel happy. Never happy before in hive." He sighed. "Friends make us happy."

"Oh, I'm so sorry."

"We forgive you. 'S okay."

"What made you think of asking about Discord?" Sunny asked.

"Queen was singing. We heard it. Made us wonder."

"Did you tell the Queen what you found out?"

Kevin seemed to struggle to speak. Finally he managed, "Dunno."

"What was the Queen singing about? Do you remember?"

"Questions. About Discord. Can he get out."

"Do you know why the Queen wanted to know that?"

Kevin shrugged. "Dunno."

The sky was clearing, the impromptu rainstorm over. Over the loudspeaker, Pinkie's voice sounded. "Hear ye, hear ye! Stallions and gentlemares! Colts and fillies! The election for Mayor for a Day is taking place now, at Town Hall! Gather to cast your ballots for the Mayor of Topsy Turvy Ponyville!"

"I know another changeling who discovered how wonderful friendship is," Cadance said. "Have you ever considered coming to the Crystal Empire?"

Kevin shook his head. "My friends are here," he slurred, his head nodding.

Sunny raised an eyebrow. "You can say 'my'?"

The changeling only snored in response. Cadance extricated herself from him, levitating him. "We should take him home to let him sleep it off. Do you know where Cranky and Matilda live?"

"Well enough. They _are_ the only donkeys in Ponyville."

"What do you think it means?" Cadance carried the snoring Kevin in her magic as she trotted, following Sunny.

"I think I need to talk to a pony about guarding a statue. And I think you need to go find your daughter before she drives Twilight insane."

"Sure, after I drop Kevin off. But can you tell me what you're thinking?"

Sunny sighed. "I'm not even sure what I'm thinking yet. Just that I haven't liked most of what I've heard."

"Poor Kevin. The worker changelings can't control themselves, you know."

"Yes. It's not his fault. But we have to assume she knows everything he does, now." She looked down at the ground. "The question is, what is she planning to do with it?"

* * *

The air was fresh and clean now, and no longer smelled like citrus rain. Fluttershy breathed deeply as she flew after Discord, who was floating through the carnival, drinking in the sight of ponies enjoying his creations and designs. Before long, they came upon Twilight, who was trotting past the booths with an alicorn filly on her back. "Twilight! How are you enjoying the festival so far?" Discord said cheerily from behind her.

"Discord!" Twilight smiled. "Everything's going really well! Did you ever meet my niece, Flurry Heart?"

Discord bent toward the filly, who shrank back against Twilight's back. "Bonjour, ma petite! I've heard about your debut in the Crystal Empire. Quite a chaotic entrance to the world, I must say!"

Flurry suddenly teleported under Twilight. She must be very afraid, then, Fluttershy thought. She'd been told that since Fledgeling's Forbearance had been cast on Flurry, she wasn't supposed to be able to teleport unless she was very afraid – they hadn't wanted to take self-defense away from a foal whose parents and aunts had so many potential enemies. "She's shy, Discord," Twilight said.

"No, _this_ is Shy." Discord held out Fluttershy. "Wait, but you're Fluttershy. Does that make _you_ —" he craned his head backward and upside down to peer under Twilight at Flurry – "Flurry Shy?"

Fluttershy landed. "Come on out, Flurry," she said softly. "I promise Discord is a big softie. Just like Harry. Remember when you played with Harry?" Flurry nodded. "Discord, come here please."

Discord came down to her, and Fluttershy had him lay on the ground, where she stroked his feathery mane with her hoof. It was about as non-threatening as Discord was capable of appearing. "See, Flurry? He's friendly. Would you like to pet him?"

"I'm not an exotic animal, Fluttershy," Discord said crossly, but wasn't apparently cross enough to get up or otherwise stop her from petting him.

"Yes, you are. You're beautiful and exotic."

Twilight rolled her eyes slightly, but didn't comment. "It's okay, Flurry. Discord is a friend."

"Besides, I have these!" Discord held out a bouquet of flowers, from his position on the ground. He flopped onto his back, still holding out the flowers. "Now who is going to take these flowers? I was expecting a beautiful alicorn princess to give them to, but all I see here is Twilight."

"Hey!"

Flurry trotted forward slightly. "I'm a princess."

"So you are! And quite the adorable one, too! I gave your Aunt Tia flowers like these once. Would you like to smell them?"

Uncertaintly, Flurry came forward far enough to give them a sniff. "They smell like candy."

"That's because they _are_ candy!" Discord stuck the flowers in his own mouth and chomped them. "Delicious!" Flurry's eyes twitched, as if she was thinking about crying, until a new batch of flowers sprouted from her ear. She turned around in a circle, obviously trying to figure out what was strange about her ear, since she couldn't properly see it. "Oh, my dear, you have something in your ear!" Discord reached out and removed the bouquet of flowers, and handed it to Flurry. " _Ear_ you go!"

Flurry started to giggle, and then ate the flowers. Discord sat up. "Scrumptious, aren't they? But there certainly aren't any more." This was completely untrue, because where his tail fluff had been he was now growing another bouquet of flowers. "And definitely not anywhere near the tip of my tail."

Flurry giggled again, and then flew and pounced on Discord's tail. "Oh, no fair! You looked at my tail! Curses, how can I fool you? You're too smart!" The filly laughed again. "Well, I am _definitely_ not growing any flowers from my antler." Of course, he was.

Fluttershy's heart hurt, watching him. It was a good pain, but it still hurt. As intimidating and powerful and strange as he was... he was surprisingly good with foals. And she'd started to think... oh, but it wasn't safe, even if it was biologically possible, and how could she possibly deal with it if she had a foal with chaos magic, and how could she bring a child into the world if its father was going to miss the years of its infancy, and what made her think he would even want to? But she wasn't getting younger, and the best years of her life to have a foal were slipping away – oh, she'd be fertile for decades still, but ponies as old as she'd be when Discord was finally out for good had rougher pregnancies than younger mothers, statistically. But would he even want one?

They'd never lived together as lovers, making a household together, long-term. They'd become special someponies to each other the first Hearth's Warming of his imprisonment, when she'd finally gathered the courage to tell him how she felt after the strategically placed mistletoe didn't work (later she'd learned that custom came about centuries after the first time he'd been turned to stone, and he'd simply never learned about it.) With parole periods of only three days at a time, every three months, they lived like honeymooners every time he got out, with normal life suspended. But someday he'd be out all the time, and could his need for chaos ever be compatible with the quiet domestic life she wanted? Could they live together? Could they last, as lovers, or would he get bored with her when he had more to compare her to than stone?

And even if they could... would he even _want_ a foal? He was good with them, but he didn't have to be responsible for them – he could entertain them and make them laugh and then send them back to their parents, or their aunt in this case. She'd never talked to him about it, afraid of what it would mean for their relationship if he said yes, afraid for what it meant for her dreams if he said no.

She wanted one. She wanted _his._ He would be so happy to be a father, she thought. To have family, by blood, to not be the last draconequus in the world anymore – but could a pony bear a half-draconequus child? And could he ever believe in himself enough to believe that he could be a good father? It had been so hard to convince him there could be more to his life than chaos.

As Flurry giggled louder and louder the more ridiculous the flowers got – the last set was growing out of Discord's big toeclaw on his dragon foot – and even Twilight was reluctantly grinning while trying to hide that she was doing any such thing, Fluttershy felt like crying, because she was so happy now, but she didn't know how she could keep it, or what the future would hold. But none of them would understand that – Discord would, if she explained in private, but they had no privacy right now and they wouldn't for quite some time – so she swallowed it down, let her happiness shine through as a smile on her face, and didn't let the paradoxic tears come forward.


End file.
